Real Brokerage (NASDAQ: REAX) grows revenue 32% and signs RE/MAX deal

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

The Real Brokerage Inc. reported strong top-line growth for the three months ended March 31, 2026, while remaining modestly unprofitable. Revenue rose to $465.6M from $354.0M, driven by more productive agents and higher closed transaction volume across its North American brokerage, title, mortgage and wallet operations.

Gross profit increased to $42.2M, but a thin gross margin of 9.1% and operating expenses of $45.6M led to an operating loss of $3.4M and a net loss attributable to owners of $3.4M, or $0.02 per share. Adjusted EBITDA improved to $14.9M, reflecting operating leverage and higher stock-based compensation add-backs.

The company ended the quarter with $62.9M in cash, cash equivalents and investments and no debt, and its agent base grew to 33,510. After quarter-end, Real signed a definitive agreement to acquire RE/MAX Holdings, Inc., planning to form a new holding company called Real REMAX Group, subject to the transaction’s completion.

Positive

Strong top-line and operating metric growth: Q1 2026 revenue grew to $465.6M from $354.0M, Adjusted EBITDA rose to $14.9M from $8.3M, agents increased to 33,510, and closed transaction sides reached 41,882, indicating rapid platform expansion and improving operating leverage.
Potentially transformative RE/MAX transaction and solid liquidity: The company signed a definitive agreement to acquire RE/MAX Holdings, Inc. after quarter-end and finished Q1 with $62.9M in cash, cash equivalents and investments and no debt, providing flexibility to support integration and growth if the deal closes.

Negative

Thin margins and reliance on stock-based compensation: Gross margin was only 9.1%, operating loss was $3.4M and net loss attributable to owners was $3.4M, while stock-based compensation reached $17.0M, a major contributor to the gap between GAAP losses and positive Adjusted EBITDA.

Insights

Rapid revenue growth and rising Adjusted EBITDA, but profits still negative.

The Real Brokerage Inc. delivered revenue of $465.6M, up about 32% year over year, with gross profit rising to $42.2M. However, a 9.1% gross margin and operating expenses of $45.6M produced an operating loss of $3.4M and a net loss of $3.5M.

Adjusted EBITDA nearly doubled to $14.9M from $8.3M, helped by scale and by adding back $17.0M of stock-based compensation and other items. That shows improving operating leverage, but much of the improvement is non-cash and depends on continued volume growth and expense discipline.

The agent base expanded to 33,510, and closed transaction sides reached 41,882, supporting revenue momentum. Future filings will clarify how quickly the company can convert this scale and its ancillary services into sustainable GAAP profitability while managing high stock-based compensation levels.

RE/MAX acquisition agreement is a potentially transformative but pending step.

On April 26, 2026, the company entered into a definitive agreement to acquire RE/MAX Holdings, Inc., the parent of RE/MAX, LLC. The boards of both companies approved the deal, and a new holding company, Real REMAX Group, is expected to be formed if the transaction closes.

The acquisition is not yet completed and will depend on customary approvals and closing conditions described in referenced materials. If consummated, combining Real’s technology-focused brokerage with RE/MAX’s franchise network could materially change scale, segment mix and capital needs, with details to be defined in subsequent disclosures.

Key Figures

Revenue: $465.6M Gross profit: $42.2M Operating loss: $3.4M +5 more

8 metrics

Revenue $465.6M Three months ended March 31, 2026

Gross profit $42.2M Three months ended March 31, 2026

Operating loss $3.4M Three months ended March 31, 2026

Adjusted EBITDA $14.9M Three months ended March 31, 2026 vs $8.3M in 2025

Cash, cash equivalents and investments $62.9M Liquidity as of March 31, 2026

Total agents 33,510 agents Agent count at March 31, 2026

Closed transaction sides 41,882 sides Key performance metric, Q1 2026

United States revenue $428.1M Revenue from U.S. customers in Q1 2026

Key Terms

Adjusted EBITDA, revenue share, Rule 10b5-1, available-for-sale debt securities, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA increased to $14,908 for the three months ended March 31, 2026"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Rule 10b5-1 regulatory

"trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

available-for-sale debt securities financial

"AFS debt securities, which are recorded at fair value and included in investments"

A type of debt investment—like bonds or loans a company buys—that the company intends to hold for a while but may sell before it matures. Think of it as lending money with the option to sell the IOU; changes in its market value alter the company’s reported net worth now but usually don’t affect reported profit until the investment is actually sold, so investors watch these holdings for balance-sheet risk and potential future gains or losses.

foreign private issuer regulatory

"The Company qualifies as a foreign private issuer in the United States"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

05/07/2026 - 07:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-40442

THE REAL BROKERAGE INC.

(Registrant)

701 Brickell Avenue, 17^th Floor

Miami, Florida, 33131 USA

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Explanatory Note

Exhibits 99.1, 99.2, 99.3, and 99.4 included with this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-282687) and Registration Statements on Form S-8 (Reg. Nos. 333-262142, 333-269982 and 333-287690), including the prospectuses contained therein and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE REAL BROKERAGE INC.
	(Registrant)

Date May 7, 2026	By	/s/ Alexandra Lumpkin
		Alexandra Lumpkin
		Chief Legal Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Management’s Discussion and Analysis for the period ended March 31, 2026

99.2		Unaudited Interim Condensed Consolidated Financial Statements for the period ended March 31, 2026

99.3		Certificate of Interim Filings CEO dated May 7, 2026

99.4		Certificate of Interim Filings CFO dated May 7, 2026

99.5		Press Release dated May 7, 2026 - The Real Brokerage Inc. Announces First Quarter 2026 Financial Results

Exhibit 99.1

TABLE OF CONTENTS

Introduction	1

Caution Regarding Forward-Looking Information	2-3

Risks and Uncertainties	4

Significant Accounting Policies and Other Explanatory Information	4

Business Overview and Key Drivers	5

First Quarter 2026 Financial Highlights and Market Conditions and Industry Trends	5

Summary of Quarterly Information	6-8

Presentation of Financial Information and Non-GAAP Measures	9

Summary Results from Operations	10-11

Discussion of Results from Operations	12-15

Outstanding Share Data	15

Business Segment Information	16-20

Financial Instruments	20

Liquidity and Capital Resources	21-23

Critical Accounting Policies and Estimates	23

Accounting Policy Development	23

Disclosure Controls and Procedures and Internal Control Over Financial Reporting	24

Recent Developments	24

Legal Proceedings	25

Corporate Information	25

Additional Information	25

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

May 7, 2026

This Management’s Discussion and Analysis (the “MD&A”) provides a discussion of the operations and financial condition of The Real Brokerage Inc. (“Real” or the “Company”) for the period ended March 31, 2026, and 2025. This report should be read in conjunction with the interim condensed consolidated financial statements and related notes for the period ended March 31, 2026 and 2025 (the “Financial Statements”). Unless the context indicates otherwise, references to “Real”, “the Company”, “we”, “us” and “our” in this MD&A refer to The Real Brokerage Inc. and its subsidiaries.

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Financial Statements, which have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP” or “GAAP”). All dollar amounts are presented in U.S. dollars unless otherwise stated.

The purpose of this MD&A is to provide investors with a clear understanding of the Company’s performance, including its strategic initiatives, operational trends, and financial results. It also discusses key developments that may impact future performance and outlines the risks and opportunities that Real faces in the evolving real estate technology landscape.

This document includes forward-looking statements that reflect the Company’s expectations, projections, and future plans. These statements are subject to risks and uncertainties, which may cause actual results to differ materially. Readers are encouraged to review the “Caution Regarding Forward-Looking Information” section for further details on these risks.

As a growing real estate technology company, Real is focused on expanding its agent network, enhancing its proprietary technology platform, and diversifying its revenue streams through ancillary services. The following sections provide a discussion of our recent developments, operational highlights, financial performance, and future expectations.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Some of the statements in this MD&A are forward-looking statements. These statements may constitute “forward-looking information” and “forward-looking statements” under applicable Canadian and United States securities laws (collectively, “forward-looking statements”). These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “outlook,” “will,” “should,” “could” or other words of similar meaning, as well as statements written in the future tense. Forward-looking statements contained herein may include opinions or beliefs regarding market conditions and similar matters. In many instances, those opinions and beliefs are based upon general observations by members of our management, anecdotal evidence and our experience in the conduct of our businesses, without specific investigations or analyses. Therefore, while they reflect our view of the industries and markets in which we are involved, they should not be viewed as reflecting verifiable views or views that are necessarily shared by all who are involved in those industries or markets. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Without limitation, this MD&A may contain forward-looking statements pertaining to the following:

●	the Company’s capital and organizational structure;
●	the Company’s expected working capital;
●	the Company’s business plans and strategies including targets for future growth;
●	the development of the Company’s business, including expectations regarding the growth of its ancillary services, One Real Title, One Real Mortgage and Real Wallet;
●	expectations regarding the real estate industry;
●	expectations regarding the development, launch and adoption of new technologies, including Real Wallet, Leo CoPilot, HeyLeo and their expected features;
●	expectations with respect to future opportunities;
●	capital expenditure programs and future capital requirements;
●	demand for the Company’s services;
●	the Company’s plans and funding for planned development activities and the expected results of such activities;
●	the Company’s treatment under governmental and international regulatory regimes;
●	the Company’s access to capital and overall strategy and development plans for all of the Company’s assets; and
●	litigation and antitrust matters that may impact the Company.

The forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from what is anticipated by our forward-looking statements. The most important factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to:

●	the impact of macroeconomic conditions on the strength of the residential real estate market;
●	an extended slowdown in some or all of the real estate markets in which we operate;
●	the future operational and financial activities of the Company generally;
●	fluctuations in foreign currency exchange rates, interest rates, business prospects and opportunities;
●	the impact of inflation or a higher interest rate environment;
●	reduced availability or increased cost of mortgage financing for homebuyers;
●	increased interest rates or increased competition in the mortgage industry;
●	our inability to successfully execute our strategies, including our strategy regarding Real Wallet, HeyLeo, Leo CoPilot and our strategy to grow our ancillary mortgage broker, title services, and wallet operations;
●	our inability to offer HeyLeo with all expected features or at all;
●	our inability to consummate the proposed transaction with REMAX on the expected timeline or at all;
●	risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters, and the risk that the proposed transaction could have an adverse effect on our ability to retain agents;
●	the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods;
●	the impact of the industry antitrust litigation on the industry generally and specifically to us with respect to any lawsuit in which we were named, as well as potential future lawsuits in which we are named;
●	a reduction in customary commission rates and reduction in the Company’s gross commission income collection;
●	new laws or regulatory changes, or unfavorable interpretations of existing laws by regulators, that adversely affect the profitability of our businesses;
●	risks related to information technology failures or data security breaches;
●	the effect of cybersecurity incidents and threats;
●	our ability to attract and retain highly qualified employees;
●	our inability to retain agents, or maintain our agent growth rate;
●	the regulatory framework governing intellectual property in the jurisdictions in which the Company conducts its business and any other jurisdictions in which the Company may conduct its business in the future;

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

●	the Company’s potential inability to comply with the regulatory bodies governing its activities;
●	the impact of competition on the Company;
●	our ability to obtain or maintain adequate insurance coverage;
●	the effects of weather conditions and natural disasters on our business and financial results;
●	our ability to maintain our company culture;
●	the effects of public health issues such as a major epidemic or pandemic that could have a negative impact on the economy and on our businesses;
●	the effects of negative publicity;
●	our ability to maintain cash balances and generate cash sufficient to satisfy our operating requirements;
●	our ability to successfully estimate the impact of certain accounting and tax matters, including related to transfer pricing;
●	changes in law that have a negative impact on our business; and
●	the impact of regulatory and litigation matters.

The foregoing list of assumptions is not exhaustive. Actual results could differ materially from those anticipated in forward-looking statements as a result of various events and circumstances, including, among other things, the risk factors identified under the heading “Risks and Uncertainties”.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this MD&A. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this MD&A. All subsequent forward-looking information of the Company herein is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. The Company does not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this MD&A or to reflect the occurrence of unanticipated events, except as may be required under applicable Canadian and United States securities laws.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

RISKS AND UNCERTAINTIES

There are a number of risk factors that could cause future results to differ materially from those described herein. Please refer to the risks in Section 5.2 under the caption “Risk Factors” in the Company’s Annual Information Form for the fiscal year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov, for a list of risks that could materially adversely affect our business, financial condition or results of operations.

SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

The preparation of the Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

Significant judgments include measures of goodwill, income taxes and litigation costs. Our significant judgments have been reviewed and approved by the Audit Committee for completeness of disclosure on what management believes would be relevant and useful to investors in interpreting the amounts and disclosures in the Financial Statements.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

BUSINESS OVERVIEW AND KEY DRIVERS

Real is a real estate technology company that operates a licensed residential real estate brokerage across all 50 U.S. states, the District of Columbia, and five Canadian provinces. The Company generates the majority of its revenue from commissions earned on residential real estate transactions completed by agents affiliated with its platform. In addition, the Company operates ancillary businesses, including mortgage brokerage, title and escrow services, and financial technology and lending products. For additional information about our business, products and services, and operating model, see “Description of the Business” in our Annual Information Form.

For further details on the Company’s business and strategy, see “Business Overview and Strategy” set out in our management’s discussion and analysis for the year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and on EDGAR under the Company’s profile at www.sec.gov, as incorporated in our 2025 Form 40-F. There have been no material changes to our business and strategy for the three months ended March 31, 2026, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2025, as incorporated in our 2025 Form 40-F.

FIRST QUARTER 2026 FINANCIAL HIGHLIGHTS

●	The total value of completed real estate transactions was $16.8 billion in the first quarter of 2026, representing a 24% increase compared to $13.5 billion in the first quarter of 2025.

●	The total number of closed transaction sides grew 25% year-over-year to 41,882 in the first quarter of 2026, an increase from 33,617 in the first quarter of 2025.

●	The total number of agents on the platform increased to 33,510 at the end of the first quarter of 2026, an increase of 25% from the first quarter of 2025.

●	Revenue increased to $465.6 million for the three months ended March 31, 2026, an increase of 32% from $354.0 million for the three months ended March 31, 2025.

●	Gross profit was $42.2 million for the three months ended March 31, 2026, an increase of 24% from $33.9 million for the three months ended March 31, 2025.

●	Operating expenses, consisting of general and administrative, marketing, research and development expenses, and acquisition costs totaled $45.6 million for the three months ended March 31, 2026, an increase of 17% from $39.1 million for the three months ended March 31, 2025.

●	Net loss was $(3.5) million for the three months ended March 31, 2026, compared to a net loss of $(5.1) million for the three months ended March 31, 2025.

●	Adjusted EBITDA, a non-GAAP measure, was $14.9 million for the three months ended March 31, 2026, compared to Adjusted EBITDA of $8.3 million for the three months ended March 31, 2025.

●	As of March 31, 2026, cash and cash equivalents and investments in financial assets totaled $62.9 million, compared to $49.9 million as of December 31, 2025.

MARKET CONDITIONS AND INDUSTRY TRENDS

For a description of market conditions and industry trends please refer to section 5.1 in the Company’s Annual Information Form for the fiscal year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

SUMMARY OF QUARTERLY INFORMATION

The following table provides selected quarterly financial information (in thousands, except per share data) for the eight most recently completed financial quarters ended March 31, 2026. This information reflects all adjustments of a recurring nature that are, in the opinion of management, necessary to present a fair statement of the results of operations for the periods presented. Quarter-to-quarter comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. The general increase in revenue and expense quarter over quarter is due to growth and expansion of the Company.

	2026			2025												2024
	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
Revenue	$	465,551		$	505,139		$	568,549		$	540,747		$	353,981		$	350,630		$	372,488		$	340,778
Cost of Sales		423,396			466,105			523,692			492,886			320,045			320,645			340,359			308,910
Gross Profit	$	42,155		$	39,034		$	44,857		$	47,861		$	33,936		$	29,985		$	32,129		$	31,868
General and Administrative Expenses		19,004			18,359			19,584			18,900			17,516			18,632			16,301			14,015
Marketing Expenses		21,132			20,368			21,034			23,284			17,697			13,698			15,261			15,889
Research and Development Expenses		5,147			4,806			4,712			3,993			3,932			4,042			3,045			2,608
Acquisition Costs		312			-			-			-			-			-			-			-
Settlement of Litigation		-			750			-			-			-			-			-			-
Operating Expenses	$	45,595		$	44,283		$	45,330		$	46,177		$	39,145		$	36,372		$	34,607		$	32,512
Operating Income (Loss)	$	(3,440	)	$	(5,249	)	$	(473	)	$	1,684		$	(5,209	)	$	(6,386	)	$	(2,478	)	$	(644	)
Other Income (Expenses), net		112			342			365			166			122			(115	)		(151	)		(57	)
Finance Income (Expenses), net		(86	)		(137	)		(83	)		(300	)		34			434			214			523
Income (Loss) Before Tax		(3,414	)		(5,044	)		(191	)		1,550			(5,121	)		(6,705	)		(2,541	)		(1,110	)
Tax Expense (Benefit)		44			(829	)		89			-			-			-			-			-
Net Income (Loss)		(3,458	)		(4,215	)		(280	)		1,550			(5,121	)		(6,705	)		(2,541	)		(1,110	)
Non-controlling Interest		(37	)		(12	)		167			38			154			62			(45	)		(105	)
Income (Loss) Attributable to the Owners of the Company	$	(3,421	)	$	(4,203	)	$	(447	)	$	1,512		$	(4,967	)	$	(6,643	)	$	(2,586	)	$	(1,215	)
Unrealized Gains (Losses) on Available for Sale Investment Portfolio		74			(84	)		(131	)		(9	)		12			(16	)		3			51
Foreign Currency Translation Adjustment		309			10			(59	)		(8	)		(121	)		529			(230	)		376
Comprehensive Income (Loss)	$	(3,038	)	$	(4,277	)	$	(637	)	$	1,495		$	(5,076	)	$	(6,130	)	$	(2,813	)	$	(788	)
Adjusted EBITDA Reconciliation:
Net Income (Loss)	$	(3,458	)	$	(4,215	)	$	(280	)	$	1,550		$	(5,121	)	$	(6,705	)	$	(2,541	)	$	(1,110	)
Finance Costs		86			137			83			300			34			169			(16	)		899
Depreciation, Amortization, and Tax Expense (Benefit)		619			(244	)		656			398			379			372			358			340
Stock-Based Compensation		17,001			17,732			19,912			17,795			12,707			15,119			15,417			13,536
Intangible Asset Impairment		12			-			-			-			-			-			-			-
Restructuring Expense		240			-			-			-			250			-			-			-
Expenses related to Litigation Settlement		96			750			-			-			27			118			33			369
Acquisition Costs		312			-			-			-			-			-			-			-
Adjusted EBITDA	$	14,908		$	14,160		$	20,371		$	20,043		$	8,276		$	9,073		$	13,251		$	14,034
Basic and Diluted Earnings (Loss) per Share	$	(0.015	)	$	(0.019	)	$	(0.002	)	$	0.007		$	(0.024	)	$	(0.033	)	$	(0.013	)	$	(0.006	)

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

QUARTERLY REVENUE PERFORMANCE BY CATEGORY

Year-over-year quarterly revenue growth (in thousands):

	2026			2025												2024
	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
Brokerage Commissions		462,562			501,982			565,307			537,445			351,749			348,083			369,890			338,574
Brokerage Commissions – YoY QTR		32	%		44	%		53	%		59	%		77	%		93	%		73	%		84	%
Title Revenue		1,259			1,352			1,307			1,346			1,030			1,338			1,400			1,255
Title Revenue – YoY QTR		22	%		1	%		(7	%)		7	%		30	%		179	%		45	%		32	%
Mortgage Revenue		1,294			1,466			1,758			1,709			1,076			1,167			1,198			949
Mortgage Revenue – YoY QTR		20	%		26	%		47	%		80	%		55	%		163	%		236	%		162	%
Wallet Revenue		436			339			177			247			126			42			—			—
Wallet Revenue - YoY QTR		246	%		707	%		—	%		—	%		—	%		—	%		—	%		—	%
Total Revenue		465,551			505,139			568,549			540,747			353,981			350,630			372,488			340,778
Total Revenue – YoY QTR		32	%		44	%		53	%		59	%		76	%		93	%		74	%		84	%

Quarterly Revenue and Gross Margin Trends

Our revenue has continued to grow over the last eight quarters, driven primarily by the expansion of our agent base, and the resulting increase in closed transaction volume. Contributions from Title, Mortgage and Wallet businesses have also increased, though remain a smaller portion of overall revenue.

Our gross margin percentage has fluctuated quarter to quarter, reflecting transaction mix, contributions from our ancillary services, and the proportion of agents who have reached their annual commission cap.

Quarterly Operating Expense Trends

Operating expenses have generally increased in line with agent and transaction growth, as we continue to invest in technology, support functions, and headcount. Expenses in Q4 2025 reflect the $750 thousand settlement related to the Cwynar class action lawsuit, as described in Note 15 of our 2025 Financial Statements.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

QUARTERLY KEY PERFORMANCE METRICS

The Company tracks the results of our operations and certain key performance metrics related to our business and the real estate industry to evaluate performance, make strategic decisions, and allocate resources. The following table presents these metrics for the last eight quarters:

	2026		2025								2024
Key Performance Metrics	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Closed Transaction Sides¹		41,882		48,903		53,512		49,282		33,617		35,370		35,832		30,367
Total Value of Home Side Transactions ($, billions)²		16.8		20.3		21.4		20.1		13.5		14.6		14.4		12.6
Median Home Sale Price ($, thousands)³		385		385		390		387		380		380		383		384

Total Agents⁴		33,510		31,739		30,183		28,034		26,870		24,140		21,770		19,540
Agent Churn Rate (%)⁵		8.0		5.2		4.9		9.4		8.7		6.8		7.3		7.5
Revenue Churn Rate (%)⁶		2.4		1.6		1.4		1.9		2.5		1.8		2.0		1.6

Full-Time Employees⁷		489		435		439		429		410		264		240		231
Full-Time Employees, Excluding One Real Title and One Real Mortgage⁸		394		338		340		324		307		178		155		142
Headcount Efficiency Ratio⁹		1:85		1:94		1:89		1:87		1:88		1:136		1:140		1:138
Revenue Per Full Time Employee ($, thousands)¹⁰		1,182		1,490		1,672		1,669		1,153		1,970		2,403		2,400
Operating Expense Excluding Revenue Share ($, thousands)¹¹		29,907		29,649		29,592		28,534		26,641		26,835		22,956		20,037
Operating Expense Excluding Revenue Share Per Transaction ($)¹²		714		606		553		579		792		759		641		660

¹ Represents the number of transactions closed by our agents during the period.

²Represents the U.S. dollar value of all sale, lease and purchase transactions closed by our agents during the period.

³Represents the median price (in USD) of homes sold or purchased by our agents during the period, based on closed transactions.

⁴Represents the total number of agents affiliated with Real at the end of the period.

⁵Represents the rate at which agents left our platform during the period, calculated as the number of churned agents during the period divided by the total agent base at the beginning of the period.

⁶A supplementary financial measure, calculated as the percentage of revenue lost from agents who churned during the period, calculated as commission revenue generated by churned agents during the last six months divided by total Company commissions revenue for the last six months.

⁷Represents the total number of full-time employees of the Company at period end.

⁸Represents the total number of full-time employees of the Company excluding employees of One Real Title and One Real Mortgage.

⁹ Represents the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agents on our platform.

¹⁰A supplementary financial measure calculated as total company revenue divided by full-time brokerage employees (excludes One Real Title and One Real Mortgage employees).

¹¹A non-GAAP measure, calculated as total operating expenses per the Financial Statements, less revenue share expense. Real’s method for calculating non-GAAP measures may differ from other reporting issuers and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

¹²A non-GAAP measure, calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Real’s method for calculating non-GAAP measures may differ from other reporting issuers and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES

Non-GAAP measures and ratios

In addition to the reported GAAP measures, industry practice is to evaluate entities giving consideration to certain non-GAAP performance measures, including non-GAAP ratios, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), operating expenses excluding certain non-cash items, non-recurring items and related ratios.

Management believes that these measures are helpful to investors because they are measures that the Company uses to measure performance relative to other entities. In addition to GAAP results, these measures are also used internally to measure the operating performance of the Company. These measures are not in accordance with GAAP and have no standardized definitions, and as such, our computations of these non-GAAP measures may not be comparable to measures by other reporting issuers. In addition, Real’s method of calculating non-GAAP measures may differ from other reporting issuers, and accordingly, may not be comparable.

Earnings before Interest, Taxes, Depreciation and Amortization

EBITDA is used as an alternative to net income (loss) because it excludes items such as interest, taxes, and amortization, which are non-cash or which management considers non-operating in nature. It provides useful information about our core profit trends by eliminating our taxes, amortization, and interest which provides a useful comparison between our competitors. A reconciliation of EBITDA to GAAP net income (loss) is presented under the section “Discussion of Results from Operations” in this MD&A.

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization

Management believes Adjusted EBITDA provides useful information about our financial performance and allows for greater transparency with respect to a key metric used by the Company for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of finance expenses, litigation settlement costs inclusive of related legal expenses, stock-based compensation, restructuring expense and acquisition costs provides a useful supplemental measure in evaluating the performance of our operations and provides additional transparency into our results of operations.

Adjusted EBITDA is used as an addition to net income (loss) because it excludes major non-cash items such as amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers unique, non-recurring or non-operating in nature.

A reconciliation of Adjusted EBITDA to GAAP net income (loss) is presented under the section “Discussion of Results from Operations” of this MD&A.

Operating Expense Excluding Revenue Share

Operating expense excluding revenue share is used as an alternative to operating expenses by removing variable cash expenses associated with revenue share expenses, which is a component of marketing expense. Management believes that Operating Expense Excluding Revenue Share provides investors with useful insight into Real’s underlying fixed and discretionary cost base by removing a variable expense that scales with revenue.

A reconciliation of operating expense excluding revenue share to operating expense is presented below (in thousands):

	For the Three Months Ended
	March 31, 2026		March 31, 2025
Operating Expense	$	45,595	$	39,145
Less:
Revenue Share		15,688		12,504
Operating Expense Excluding Revenue Share	$	29,907	$	26,641

Operating Expense Excluding Revenue Share Per Transaction

Operating expense excluding revenue share per transaction is a ratio calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Management uses this metric to evaluate operating efficiency and cost scalability on a per-transaction basis. Management and investors can use this metric to assess whether Real is achieving greater operating leverage as transaction volume grows.

KEY COMPONENTS OF RESULTS FROM OPERATIONS

For details on the key components of the results of operations, see “Key Components of Results from Operations” set out in our management’s discussion and analysis for the year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and on EDGAR under the Company’s profile at www.sec.gov, as incorporated in our 2025 Form 40-F. There have been no material changes to our key components of results of operations for the three months ended March 31, 2026, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2025, as incorporated in our 2025 Form 40-F.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

SUMMARY RESULTS FROM OPERATIONS

The following table sets forth our interim condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 and 2025 (in thousands):

	For the Three Months Ended
	March 31, 2026			March 31, 2025
Revenues	$	465,551		$	353,981
Cost of Sales		423,396			320,045
Gross Profit	$	42,155		$	33,936

General and administrative expenses		19,004			17,516
Marketing expenses		21,132			17,697
Research and development expenses		5,147			3,932
Acquisition costs		312			—
Operating Expenses	$	45,595		$	39,145
Operating Loss	$	(3,440	)	$	(5,209	)

Other income, net		112			122
Finance expenses		(86	)		(34	)
Loss Before Tax	$	(3,414	)	$	(5,121	)
Tax Expense		44			—
Net Loss	$	(3,458	)	$	(5,121	)
Net loss attributable to non-controlling interests		(37	)		(154	)
Net Loss Attributable to the Owners of the Company	$	(3,421	)	$	(4,967	)
Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:
Unrealized gain on investments in financial assets		74			12
Foreign currency translation adjustment		309			(121	)
Total Comprehensive Loss Attributable to Owners of the Company	$	(3,038	)	$	(5,076	)
Total Comprehensive Loss Attributable to Non-Controlling Interest		(37	)		(154	)
Total Comprehensive Loss	$	(3,075	)	$	(5,230	)
Loss per share
Basic loss per share	$	(0.02	)	$	(0.02	)
Diluted loss per share	$	(0.02	)	$	(0.02	)
Weighted-average shares, basic		223,688			204,382
Weighted-average shares, diluted		223,688			204,382

Basic and diluted loss per share are calculated based on weighted average of the common shares of the Company (“Common Shares”) outstanding during the period.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

The following table sets forth our cost of sales and operating expenses for the three months ended March 31, 2026 and 2025 (in thousands):

	For the Three Months Ended
	March 31, 2026		March 31, 2025		% Change
Cost of Sales	$	423,396	$	320,045		32	%

Operating Expenses
General and Administrative Expenses		19,004		17,516		8	%
Salaries and Benefits		10,024		9,702		3	%
Stock-Based Compensation for Employees		2,720		1,305		108	%
Administrative Expenses		737		892		(17	)%
Professional Fees		3,808		4,193		(9	)%
Depreciation and Amortization Expense		575		379		52	%
Other		1,140		1,045		9	%
Marketing Expenses		21,132		17,697		19	%
Salaries and Benefits		469		390		20	%
Stock-Based Compensation for Employees		14		40		(65	)%
Stock-Based Compensation for Agents		4,371		3,115		40	%
Revenue Share		15,688		12,504		25	%
Other		590		1,648		(64	)%
Research and Development Expenses		5,147		3,932		31	%
Salaries and Benefits		2,927		2,394		22	%
Stock-Based Compensation for Employees		293		305		(4	)%
Software, Cloud, & Tools		1,902		1,107		72	%
Other		25		126		(80	)%
Acquisition Costs		312		-
Total Operating Expenses		45,595		39,145		17	%
Total Cost of Sales and Operating Expenses		468,991	$	359,190		31	%

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

DISCUSSION OF RESULTS FROM OPERATIONS

Key Performance Metrics

Management uses key performance indicators to evaluate business growth, agent and transaction trends, operational efficiency, and the scalability of the Company’s platform. Closed transaction sides, total value of home side transactions, and median home sale price provide insight into market growth, market share, and transaction volume, key drivers of revenue. Total agents, agent churn rate, and revenue churn rate are used to assess agent network growth, retention, and revenue stability.

Operational efficiency is evaluated using metrics such as full-time employees (“FTEs”), headcount efficiency ratio, and revenue per FTE, which reflects the relationship between headcount growth and revenue scale. In 2025, FTEs increased primarily due to the conversion of 136 contractors in India (122 excluding One Real Mortgage and One Real Title) to employee status. This transition contributed to a decrease in the headcount efficiency ratio in 2025. In Q1 2026, the headcount efficiency ratio decreased from the prior year due to the conversion of 34 contractor roles in the US to employee status, predominantly in the company’s brokerage operations.

Management also monitors operating expense excluding revenue share and operating expense per transaction excluding revenue share to provide additional visibility into fixed and discretionary costs, independent of agent-driven revenue share.

Revenue

Revenue for the three months ended March 31, 2026, increased 31.5% to $466 million, from $354 million in the three months ended March 31, 2025. This increase was driven primarily by growth in the number of productive agents and higher closed transaction volume.

Cost of Sales

Cost of Sales for the three months ended March 31, 2026 increased 32.3% to $423 million, from $320 million for the three months ended March 31, 2025, primarily reflecting higher commission payments associated with agent and increased transaction growth.

As a percentage of revenue, Cost of Sales increased to 90.9% for the three months ended March 31, 2026, from 90.4% for the three months ended March 31, 2025. This increase reflects a higher proportion of transactions completed by agents who had reached their annual commission caps, as well as lower relative contribution from higher-margin ancillary services.

Gross Profit

Gross profit for the three months ended March 31, 2026 grew 24% to $42 million, compared to $34 million for the three months ended March 31, 2025, driven by higher transaction volume and agent growth.

Gross margin declined to 9.1% for the three months ended March 31, 2026, from 9.6% for the three months ended March 31, 2025, primarily due to commission Cap dynamics and revenue mix.

Operating Expenses

Total operating expenses were $45.6 million for the three months ended March 31, 2026, an increase of 17% compared to $39.1 million for the three months ended March 31, 2025. The increase reflects a combination of higher agent-related marketing expenses and increased investment in corporate infrastructure and technology.

General & Administrative Expenses (“G&A”)

G&A expenses were $19.0 million for the three months ended March 31, 2026, compared to $17.5 million for the three months ended March 31, 2025, representing an increase of 8%.

The year-over-year increase primarily reflects changes in the following components:

●

Salaries and benefits expense increased to $10.0 million for the three months ended March 31, 2026, from $9.7 million for the three months ended March 31, 2025, primarily due to higher headcount across administrative, finance, legal, and operations functions to support a larger agent base and higher transaction volume.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

●

Professional fees decreased to $3.8 million for the three months ended March 31, 2026, compared to $4.2 million for the three months ended March 31, 2025. The decrease was primarily driven by lower broker consulting costs, due to the conversion of certain broker consultants to full time employees in the U.S.

●

Stock-based compensation within G&A increased to $2.7 million for the three months ended March 31, 2026, from $1.3 million for the three months ended March 31, 2025, reflecting higher equity compensation awarded to employees.

Marketing Expenses

Marketing expenses were $21.1 million for the three months ended March 31, 2026, compared to $17.7 million for the three months ended March 31, 2025, representing an increase of 19%.

The increase was driven primarily by agent-related, variable costs that scale with revenue, including:

●

Revenue share increased to $15.7 million for the three months ended March 31, 2026, compared to $12.5 million for the three months ended March 31, 2025, reflecting a larger base of productive agents eligible for revenue share payments and higher closed transaction growth. Revenue share payments are made to agents who recruit other agents to the Company’s platform and are classified as marketing expense because they represent costs of building and sustaining the Company’s agent network rather than direct costs of fulfilling the Company’s performance obligations on individual real estate transactions.

●

Stock-based compensation for agents increased to $4.4 million for the three months ended March 31, 2026, from $3.1 million for the three months ended March 31, 2025, driven by higher transaction-related RSU awards.

●

Other marketing expenses decreased to $590 thousand for the three months ended March 31, 2026 from $1.6 million for the three months ended March 31, 2025, primarily due to lower event costs associated with supporting agent and employee engagement and retention.

Research and Development Expenses

Research and Development expenses were $5.1 million for the three months ended March 31, 2026, compared to $3.9 million for the three months ended March 31, 2025, representing an increase of 31%.

The increase primarily reflects:

●

Salaries and benefits expense increased to $2.9 million for the three months ended March 31, 2026, from $2.4 million for the three months ended March 31, 2025, reflecting higher headcount supporting platform enhancements, new product development, and AI initiatives, including payroll associated with employees who joined the Company in connection with the Flyhomes asset acquisition.

Operating Loss

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Operating Loss		(3,440	)		(5,209	)		(34	)%
Percentage of Total Revenues		(0.7	)%		(1.5	)%

Operating loss was $(3.4) million for the three months ended March 31, 2026, compared to $(5.2) million for the three months ended March 31, 2025. As a percentage of total revenues, operating loss improved to (0.7%) from (1.5%) in the prior year. The improvement primarily reflects strong revenue growth and operating leverage, partially offset by higher personnel and operating costs to support business growth.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) (in thousands)

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Net Loss	$	(3,458	)	$	(5,121	)		(32	)%
Add/(Deduct):
Depreciation and Amortization		575			379			52	%
Tax Expense		44			-
EBITDA ⁽ⁱ⁾	$	(2,839	)	$	(4,742	)		40	%

Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

EBITDA was $(2.8) million for the three months ended March 31, 2026, compared to $(4.7) million for the three months ended March 31, 2025. The year-over-year improvement primarily reflects revenue growth and improved operating leverage, partially offset in part by higher personnel and technology-related operating expenses.

Adjusted earnings before interest, taxes, depreciation, and amortization (in thousands)

Adjusted EBITDA excludes stock-based compensation expense, tax expense, finance expenses, depreciation and amortization expense, goodwill and intangible asset impairment, restructuring expenses, acquisition costs, and expenses incurred as part of the settlement agreement to resolve the Cwynar Class Action. Stock-based compensation expense is influenced by factors such as the volume of awards granted and/or forfeited during the period, as well as changes in their fair value. Management uses Adjusted EBITDA to evaluate core operating performance and scalability.

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Net Loss	$	(3,458	)	$	(5,121	)		(32	)%
Add/(Deduct):
Finance Expenses, Net		86			34			153	%
Depreciation and Amortization		575			379			52	%
Stock-Based Compensation		17,001			12,707			34	%
Intangible Asset Impairment		12			-
Restructuring Expenses		240			250			(4	)%
Expenses Related to Litigation Settlement		96			27			260	%
Acquisition Costs		312			-
Tax Expense		44			-
Adjusted EBITDA⁽ⁱ⁾	$	14,908			8,276			80	%

Adjusted EBITDA increased to $14.9 million for the three months ended March 31, 2026, compared to $8.3 million for the three months ended March 31, 2025. The increase primarily reflects:

	●	Revenue growth driven by a larger agent base and higher closed transaction volume.
	●	Operating leverage as corporate infrastructure and technology scaled with revenue.
	●	Changes in stock-based compensation, which are discussed in the section below.

Stock-Based Compensation

Stock-based compensation expense for the three months ended March 31, 2026 was $17.0 million compared to $12.7 million for the three months ended March 31, 2025. The increase was primarily attributable to participation in the Company’s agent stock purchase program, increased production-based equity incentives for agents, and higher equity compensation awarded to employees, partially offset by RSU forfeitures recognized during the quarter.

Stock-based compensation may continue to increase as the Company expands its agent network and equity-based incentive programs. However, stock-based compensation expense may fluctuate from period-to-period based on the volume and timing of awards, forfeitures, vesting schedules and changes in share price.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

The following table is presented in thousands:

	For the Three Months Ended
	March 31, 2026						March 31, 2025
	*Options* *Expense*		*RSU* *Expense*		Total		*Options* *Expense*		*RSU* *Expense*		Total
Cost of Sales – Agent Stock-Based Compensation	$	—	$	9,603	$	9,603	$	—	$	7,942	$	7,942
Marketing Expenses – Agent Stock-Based Compensation		44		4,327		4,371		69		3,046		3,115
Marketing Expenses – FTE Stock-Based Compensation		-		14		14		-		40		40
Research and Development – FTE Stock-Based Compensation		-		293		293		1		304		305
General and Administrative – FTE Stock-Based Compensation		107		2,613		2,720		253		1,052		1,305
Total Stock-Based Compensation	$	151	$	16,850	$	17,001	$	323	$	12,384	$	12,707

OUTSTANDING SHARE DATA

As of March 31, 2026, the Company had 213.5 million Common Shares issued and outstanding. In addition, 33.2 million Common Shares were reserved for issuance pursuant to outstanding RSUs and 10.4 million Common Shares were reserved for issuance pursuant to outstanding stock options.

As of April 30, 2026, the Company had 214.6 million Common Shares issued and outstanding. As of that date, 34.5 million RSUs were issued and outstanding, each of which will settle for one Common Share upon vesting, but may be settled in cash in certain circumstances in accordance with the equity plan under which the RSUs were issued.

As of April 30, 2026, the Company also had 10.2 million Common Share purchase options (“Options”) issued and outstanding, with exercise prices ranging from $0.08 to $6.50 per share and expiration dates ranging from June 2030 to August 2035. Each Option is exercisable for one Common Share.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

BUSINESS SEGMENT INFORMATION

A breakdown of the interim condensed consolidated statements of comprehensive loss by business segment during the period, as well as a reconciliation from Net Loss to Adjusted EBITDA, is included below (in thousands). Further details regarding the Company’s operating segments are provided in Note 5 within the Financial Statements.

NORTH AMERICAN BROKERAGE

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Revenues	$	462,562		$	351,749			32	%
Cost of sales		422,295			319,249			32	%
Gross Profit		40,267			32,500			24	%
Operating Expenses		42,180			35,401			19	%
Operating Loss		(1,913	)		(2,901	)		(34	)%
Net Loss		(1,899	)		(2,790	)		(32	)%
Add/(Deduct)
Finance Income, Net		86			10			760	%
Depreciation and Amortization		381			184			107	%
Tax Expense		44			-
Stock-Based Compensation		16,796			12,485			35	%
Restructuring Expense		205			-
Expenses Related to Litigation Settlement		96			27			256	%
Acquisition Costs		312			-
Adjusted EBITDA		16,021			9,916			62	%

Revenues for the North American Brokerage segment were $462.6 million for the three months ended March 31, 2026, an increase of 32% compared to $351.7 million for the three months ended March 31, 2025. The increase was driven by growth in productive agents and higher closed transaction volume, reflecting continued market share gains.

Operating expenses were $42.2 million for the three months ended March 31, 2026, compared to $35.4 million for the three months ended March 31, 2025, reflecting higher agent-related variable costs, including Revenue Share and agent stock-based compensation, as well as increased personnel and technology costs to support growth. Operating expenses in the period also included $0.2 million of restructuring expense related to organizational changes intended to improve operational efficiency.

The segment reported an operating loss of $(1.9) million for the three months ended March 31, 2026, compared to an operating loss of $(2.9) million for the three months ended March 31, 2025. The year-over-year improvement reflects revenue growth outpacing the increase in operating expenses, demonstrating improved operating leverage.

Adjusted EBITDA for the North American Brokerage Segment was $16.0 million for the three months ended March 31, 2026, compared to $9.9 million for the three months ended March 31, 2025, reflecting higher transaction volume and the scalability of the brokerage platform.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

ONE REAL TITLE

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Revenues	$	1,259		$	1,030			22	%
Cost of sales		182			167			9	%
Gross Profit		1,077			863			25	%
Operating Expenses		1,855			2,288			(19	)%
Operating Loss		(778	)		(1,425	)		(45	)%
Net Loss		(777	)		(1,446	)		(46	)%
Add/(Deduct)
Finance (Income) Expenses, Net		-			21			(100	)%
Depreciation and Amortization		168			168			—	%
Stock-Based Compensation		34			(4	)		950	%
Intangible Asset Impairment		12			-
Restructuring Expense		-			250			(100	)%
Adjusted EBITDA	$	(563	)	$	(1,011	)		44	%

Revenues for One Real Title were $1.3 million for the three months ended March 31, 2026, compared to $1.0 million for the three months ended March 31, 2025, representing an increase of 22%. Revenue growth was driven primarily by an increase in the number of transactions closed during the quarter, partially offset by a decline in revenue per transaction resulting from an increased mix of refinance and home equity line of credit transactions, which generally carry lower title and settlement fees than purchase transactions.

Operating expenses decreased to $1.9 million for the three months ended March 31, 2026, compared to $2.3 million for the three months ended March 31, 2025. The decrease reflects lower operating costs associated with the strategic transition to the state-based joint venture model, as well as the absence of $0.3 million of restructuring expense recognized in the prior year period.

The segment reported an operating loss of $(0.8) million for the three months ended March 31, 2026, compared to an operating loss of $(1.4) million for the three months ended March 31, 2025. The lower loss reflects higher gross profit and decreased operating expenses, including the absence of restructuring expense recognized in the prior year period.

Adjusted EBITDA was $(0.6) million for the three months ended March 31, 2026, compared to $(1.0) million for the three months ended March 31, 2025. The increase primarily reflects a lower operating loss during the period.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

ONE REAL MORTGAGE

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Revenues	$	1,294		$	1,076			20	%
Cost of sales		806			577			40	%
Gross Profit		488			499			(2	)%
Operating Expenses		948			1,302			(27	)%
Operating Loss		(460	)		(803	)		(43	)%
Net Loss		(453	)		(802	)		(44	)%
Add/(Deduct)
Depreciation and Amortization		26			27			(4	)%
Stock-Based Compensation		116			225			(48	)%
Restructuring Expense		35			-
Adjusted EBITDA	$	(276	)	$	(550	)		50	%

Revenues for the One Real Mortgage segment were $1.3 million for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025, representing an increase of 20%. Revenue growth was driven by the addition of productive loan officers to the platform and the launch of an inside sales team, which supported higher funded loan volume.

Operating expenses decreased to $0.9 million for the three months ended March 31, 2026, compared to $1.3 million for the three months ended March 31, 2025, reflecting lower operating costs, partially offset by certain one-time restructuring expenses.

The segment reported an operating loss of $(460) thousand for the three months ended March 31, 2026, compared to a loss of $(803) thousand for the three months ended March 31, 2025. The decrease in operating loss primarily reflects lower operating expenses and revenue growth.

Adjusted EBITDA improved to $(276) thousand for the three months ended March 31, 2026, compared to $(550) thousand for the three months ended March 31, 2025, reflecting revenue growth and expense management.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

REAL WALLET

	For the Three Months Ended
	March 31, 2026			March 31, 2025			% Change
Revenues	$	436		$	126			246	%
Cost of sales		113			52			-
Gross Profit		323			74			336	%
Operating Expenses		612			154			297	%
Operating Loss	$	(289	)	$	(80	)		261	%
Net Loss	$	(329	)	$	(83	)		296	%
Add/(Deduct)
Finance (Income) Expenses, Net		-			3
Stock-Based Compensation		55			1
Adjusted EBITDA	$	(274	)	$	(79	)		(247	)%

Revenues for Real Wallet were $436 thousand for the three months ended March 31, 2026, an increase from $126 thousand for the three months ended March 31, 2025. The increase reflects growth in agent held Real Wallet bank account deposits, which the Company earns interest income on, increased Real-branded debit card activity, which the Company earns interchange fees on, and expanded use of lines of credit which the Company earns interest and fee income on.

Operating expenses increased to $612 thousand for the three months ended March 31, 2026, compared to $154 thousand for the three months ended March 31, 2025. The increase primarily reflects higher personnel, legal, and professional costs associated with expanding the platform, including higher stock-based compensation expense.

The segment reported an operating loss of $289 thousand, for the three months ended March 31, 2026, compared to a loss of $80 thousand for the three months ended March 31, 2025. The higher operating loss primarily reflects increased operating expenses associated with scaling the business during the quarter, partially offset by higher revenue and gross profit.

Adjusted EBITDA loss was $274 thousand for the three months ended March 31, 2026, compared to an Adjusted EBITDA loss of $80 thousand for the three months ended March 31, 2025. The change reflects higher operating loss, partially offset by adjustments for stock-based compensation.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

REVENUE BY GEOGRAPHY

The amount of revenue from external customers, by geography, is shown in the table below (in thousands):

	For the Three Months Ended
	March 31, 2026		March 31, 2025
United States	$	428,142	$	320,492
Canada		37,409		33,489
Total revenue by region	$	465,551	$	353,981

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, trade receivables, financing receivables, available-for-sale (“AFS”) debt securities, accounts payable, and accrued liabilities. For instruments other than AFS debt securities, fair value approximates carrying value due to short-term maturities.

AFS debt securities, which are recorded at fair value and included in investments on the interim condensed consolidated balance sheets. The Company’s debt securities portfolio consists primarily of debt securities issued by U.S government agencies, local municipalities, and certain corporate entities. The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. These conditions, and their associated risks, are managed through periodic review and rebalancing of the Company’s investment portfolio.

Interest income and dividends earned on AFS debt securities are recognized in interest and dividend income. Unrealized gains and losses resulting from changes in fair value are recorded in other comprehensive income (loss) and are excluded from earnings unless realized or determined to be credit-related.

The following table presents Investments in Available for Sale Securities at Fair Value (in thousands):

Description	Estimated Fair Value December 31, 2025		Deposit / (Withdraw)			Dividends, Interest & Income		Gross Unrealized Gain (Loss)		Estimated Fair Value March 31, 2026
Fixed Income	$	16,628	$	42		$	61	$	74	$	16,805
Investment Certificate		103		(4	)		-		-		99
Total	$	16,731	$	38		$	61	$	74	$	16,904

A breakdown of financial instruments as of March 31, 2026 is included below (in thousands):

	As of March 31, 2026
	Carrying Amount						Fair Value
	Financial Assets at Amortized Cost		Other Financial Liabilities		Total		Level 1		Level 2		Level 3		Total
Investments in Financial Assets	$	16,830	$	-	$	16,830	$	16,904	$	-	$	-	$	16,904
Total Financial Assets Measured at Fair Value (FV)	$	16,830	$	-	$	16,830	$	16,904	$	-	$	-	$	16,904

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, cash and cash equivalents and investments totaled $62.9 million, compared to $49.9 million as of December 31, 2025. Cash and cash equivalents consist of cash held in bank accounts and amounts held in investment accounts primarily consist of money market instruments and short-term debt securities.

The Company’s operations are conducted primarily in the United States and Canada. Assets held in other jurisdictions, including Israel and India, are not material and primarily relate to employees providing services to support North American operations, including cash in the bank, prepaid subscriptions, computers and hardware. Cash balances held outside North America are not significant and do not materially restrict the Company’s liquidity.

Cash Flows

●

Operating Activities. Cash flows generated by operating activities were $23.3 million for the three months ended March 31, 2026, compared to $16.0 million for the three months ended March 31, 2025. The increase was driven primarily by improved operating results. Operating cash flow was also favorably impacted by non-cash stock-based compensation expense of $17.0 million.

●

Investing Activities. Cash flows used in investing activities were $0.3 million for the three months ended March 31, 2026, primarily reflecting net purchase of financial assets of $0.1 million and fixed asset purchases of $0.2 million.

●

Financing Activities. Cash flows provided by financing activities were $0.1 million for the three months ended March 31, 2026, primarily reflecting proceeds of $0.1 million from the exercise of stock options.

Capital Resources

The Company believes that its existing cash and cash equivalents, investments, and cash flows expected to be generated from operations will be sufficient to meet its short-term and ongoing operating requirements.

Future capital requirements may be affected by factors such as continued investment in technology, growth initiatives, market conditions and potential mergers and acquisitions. To support these activities the Company may seek to obtain additional funding, including through equity or debt financing, if appropriate.

The following table presents liquidity (in thousands):

	For the Period Ended
	March 31, 2026		December 31, 2025
Cash and Cash Equivalents	$	46,016	$	33,213
Investment in Financial Assets		16,904		16,731
Total Liquidity ^[i]	$	62,920	$	49,944

[i] – Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

The Company holds no debt obligations.

Other than working capital liabilities, the Company has no future material contractual obligations or payments due with respect to debt, finance leases, operating leases, purchase obligations, or other capital commitments.

The Company expects to meet its obligations and commitments as they become due through existing cash balances and cash flows from operations.

Capital Management Framework

Real defines capital as its equity. It is comprised of common shares, additional paid in capital, accumulated other comprehensive income, deficit, treasury stock, and non-controlling interests. The Company’s capital management framework is designed to maintain a level of capital that funds its operations and business strategies and builds long-term shareholder value.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

The Company’s objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks. The Company sets the amount of capital in proportion to the risk and adjusts to changes in economic conditions and the characteristic risk of underlying assets. To maintain or adjust the capital structure, the Company may repurchase shares, return capital to shareholders, issue new shares or sell assets.

Real’s strategy is to retain adequate liquidity to mitigate the effect of the risk that cash flows from its operations will not be sufficient to meet operational, investing and financing requirements. There have been no changes to the Company’s capital management policies during the three months ended March 31, 2026.

Balance Sheet overview (in thousands):

	As of
	March 31, 2026		December 31, 2025
ASSETS
Current Assets	$	136,704	$	105,764
Non-Current Assets		20,204		21,097
TOTAL ASSETS	$	156,908	$	126,861

LIABILITIES
Current Liabilities		91,318		75,266
Non-Current Liabilities		10		10
TOTAL LIABILITIES		91,328		75,276
TOTAL EQUITY		65,580		51,585
TOTAL LIABILITIES AND EQUITY	$	156,908	$	126,861

Assets overview by geographical region (in thousands):

	As of March 31, 2026
	Canada		Israel		India		United States		Total
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	3,361	$	136	$	323	$	42,196	$	46,016
Restricted Cash		25,530		-		-		11,275		36,805
Investment in Financial Assets		94		-		-		16,810		16,904
Trade Receivables		4,830		-		-		20,355		25,185
Other Receivables		-		101		-		-		101
Short-Term Financing Receivables, Net		3,439		-		-		5,569		9,008
Prepaid Expenses and Deposits		93		-		430		2,162		2,685
TOTAL CURRENT ASSETS	$	37,347	$	237	$	753	$	98,367	$	136,704
LONG-LIVED ASSETS
Intangible Assets		-		-		-		3,812		3,812
Goodwill		-		-		-		8,993		8,993
Property and Equipment		9		10		259		2,173		2,451
TOTAL LONG-LIVED ASSETS	$	9	$	10	$	259	$	14,978	$	15,256

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

	As of December 31, 2025
	Canada		Israel		India		United States		Total
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	2,632	$	69	$	81	$	30,431	$	33,213
Restricted Cash		18,039		-		-		8,299		26,338
Investment in Financial Assets		94		-		-		16,637		16,731
Trade Receivables		4,186		-		-		15,984		20,170
Other Receivables		-		99		-		-		99
Short-Term Financing Receivables, Net		2,784						3,447		6,231
Prepaid Expenses and Deposits		45		-		405		2,532		2,982
TOTAL CURRENT ASSETS	$	27,780	$	168	$	486	$	77,330	$	105,764
LONG-LIVED ASSETS
Intangible Assets		-		-		-		4,157		4,157
Goodwill		-		-		-		8,993		8,993
Property and Equipment		10		10		208		2,227		2,455
TOTAL LONG-LIVED ASSETS	$	10	$	10	$	208	$	15,377	$	15,605

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For further details on the Company’s business and strategy, see “Critical Accounting Policies and Estimates” set out in our management’s discussion and analysis for the year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and on EDGAR under the Company’s profile at www.sec.gov, as incorporated in our 2025 Form 40-F. There have been no material changes to our critical accounting policies and estimates for the three months ended March 31, 2026, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2025, as incorporated in our 2025 Form 40-F.

ACCOUNTING POLICY DEVELOPMENT

Recently Adopted Accounting Pronouncements

The FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which introduces an optional practical expedient for all entities in developing reasonable and supportable forecasts when estimating expected credit losses. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company adopted the practical expedient in ASU 2025-05 during the three months ended March 31, 2026, and there was no impact on the Company’s interim condensed consolidated financial statements.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Canada by National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, and in the United States by Rule 13a-15(f) under the Securities Exchange Act of 1934). The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have designed controls to provide reasonable assurance that: (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time frame specified in the securities legislation.

Based on the evaluations, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were adequate and effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in Internal Control over Financial Reporting during the period ended March 31, 2026 that have materially affected or are reasonably likely to materially affect the adequacy and effectiveness of the Company’s Internal Control over Financial Reporting.

Related Party Transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The Company’s key management personnel are comprised of its Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Marketing Officer, Chief Operating Officer, Chief Legal Officer and other members of the executive team. Executive officers participate in the Company’s equity-settled stock-based compensation plans (see Note 7.A of the Financial Statements). The Company makes certain payments to one of its directors for services provided in the director’s capacity as a real estate agent. Such payments include commissions, revenue sharing, and equity-based awards, which are recorded within cost of sales and marketing expenses (see Note 16 of the Financial Statements).

RECENT DEVELOPMENTS

Acquisition of RE/MAX Holdings, Inc.

On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc, the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group. Refer to Note 17 of the Financial Statements for further description of the transaction details, of which Note 17 is hereby incorporated by reference.

Executive Trading Plans (Rule 10b5-1)

The Company has adopted a written insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, and employees, designed to promote compliance with applicable insider trading laws and regulations. The policy permits our officers, directors, funds affiliated with our directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Tamir Poleg, Chairman and Chief Executive Officer of the Company, and Guy Gamzu, a member of the Board of Directors of the Company, had previously entered into 10b5-1 trading plans (“Plans”), which are intended to satisfy the affirmative defense of Rule 10b5-1(c). On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc., and, in connection with the agreement, Mr. Poleg and Mr. Gamzu entered into a voting agreement where they agreed to vote their shares in favor of the transaction at the shareholder meeting. As a result, on April 28, 2026, each of Mr. Poleg and Mr. Gamzu terminated his Rule 10b5-1 trading plan prior to its scheduled expiration.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

LEGAL PROCEEDINGS

Refer to Note 15 within the Financial Statements for a description of legal proceedings affecting the Company, of which Note 15 is hereby incorporated by reference.

CORPORATE INFORMATION

The Real Brokerage Inc. was incorporated under the laws of the Business Corporations Act (British Columbia) on February 27, 2018. Originally a capital pool company, Real completed a qualifying transaction on June 5, 2020, acquiring all of the issued and outstanding shares of Real Technology Broker Ltd., an Israel-based private corporation, and changed its name to The Real Brokerage Inc.

The Company’s principal executive office is located at 701 Brickell Avenue, 17th Floor, Miami, Florida, 33131 and registered office is located at 550 Burrard Street, Suite 2300, Bentall 5, Vancouver, British Columbia, V6C 2B5, Canada.

Common Shares are listed and traded on the Nasdaq under the symbol “REAX”. The Company is a “reporting issuer” in all the provinces and territories of Canada. The Company qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended.

ADDITIONAL INFORMATION

These documents, the Company’s Annual Information Form for the year ended December 31, 2025, as well as additional information regarding Real, have been filed electronically on Real’s website at www.onereal.com and is available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov.

The Real Brokerage Inc.

MD&A | Three Months Ended March 31, 2026

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Exhibit 99.2

TABLE OF CONTENTS

Interim Condensed Consolidated Financial Statements (Unaudited):

Interim Condensed Consolidated Balance Sheets	2

Interim Condensed Consolidated Statements of Comprehensive Loss	3

Interim Condensed Consolidated Statements of Changes in Equity	4

Interim Condensed Consolidated Statements of Cash Flows	5

Notes to the Interim Condensed Consolidated Financial Statements	6-19

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars and shares in thousands)

UNAUDITED


	As of
	March 31, 2026			December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	46,016		$	33,213
Restricted cash		36,805			26,338
Investments in financial assets		16,904			16,731
Trade receivables		25,185			20,170
Short-term financing receivables, net		9,008			6,231
Other current assets		2,786			3,081
TOTAL CURRENT ASSETS	$	136,704		$	105,764
Intangible assets, net		3,812			4,157
Goodwill		8,993			8,993
Property and equipment, net		2,451			2,455
Investment in equity securities		2,250			2,250
Long-term financing receivables, net		1,767			2,311
Deferred tax asset		931			931
TOTAL ASSETS	$	156,908		$	126,861

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		931			1,161
Accrued liabilities		48,993			38,205
Customer deposits		36,805			26,338
Other payables		4,589			9,562
TOTAL CURRENT LIABILITIES	$	91,318		$	75,266
Deferred tax liability		10			10
TOTAL LIABILITIES	$	91,328		$	75,276

EQUITY
EQUITY ATTRIBUTABLE TO OWNERS
Common Shares, no par value, unlimited Common Shares authorized, 213,498 Shares issued and outstanding at March 31, 2026; and 210,478 Shares issued and outstanding at December 31, 2025		-			-
Additional paid-in capital		181,262			164,208
Accumulated deficit		(116,272	)		(112,851	)
Accumulated other comprehensive income		701			318
EQUITY ATTRIBUTABLE TO OWNERS	$	65,691		$	51,675
Non-controlling interests		(111	)		(90	)
TOTAL EQUITY	$	65,580		$	51,585
TOTAL LIABILITIES AND EQUITY	$	156,908		$	126,861

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars and shares in thousands, except per share amounts)

UNAUDITED


	Three Months Ended March 31,
	2026			2025
Revenues	$	465,551		$	353,981
Cost of Sales		423,396			320,045
Gross Profit		42,155			33,936

General and administrative expenses		19,004			17,516
Marketing expenses		21,132			17,697
Research and development expenses		5,147			3,932
Acquisition costs		312			—
Operating Expenses		45,595			39,145
Operating Loss		(3,440	)		(5,209	)

Other income, net		112			122
Finance expenses, net		(86	)		(34	)
Loss Before Tax		(3,414	)		(5,121	)
Tax Expense		44			—
Net Loss	$	(3,458	)	$	(5,121	)
Net loss attributable to non-controlling interests		(37	)		(154	)
Net Loss Attributable to the Owners of the Company	$	(3,421	)	$	(4,967	)
Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:
Unrealized gain on investments in financial assets		74			12
Foreign currency translation adjustment		309			(121	)
Total Comprehensive Loss Attributable to Owners of the Company	$	(3,038	)	$	(5,076	)
Total Comprehensive Loss Attributable to Non-Controlling Interest		(37	)		(154	)
Total Comprehensive Loss	$	(3,075	)	$	(5,230	)
Loss per share
Basic loss per share	$	(0.02	)	$	(0.02	)
Diluted loss per share	$	(0.02	)	$	(0.02	)
Weighted-average shares, basic and diluted		223,688			204,382

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(U.S. dollars in thousands)

UNAUDITED

	Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Equity Attributable to Owners			Non- Controlling Interests			Total Equity
Balance at, January 1, 2026	$	164,208		$	(112,851	)	$	318		$	—		$	51,675		$	(90	)	$	51,585
Total net loss		-			(3,421	)		-			-			(3,421	)		(37	)		(3,458	)
Total other comprehensive income		-			-			383			-			383			-			383
Contributions from non-controlling interests		-			-			-			-			-			16			16
Exercise of stock options		53			-			-			-			53			-			53
Equity-settled stock-based payment		17,001			-			-			-			17,001			-			17,001
Balance at, March 31, 2026	$	181,262		$	(116,272	)	$	701		$	-		$	65,691		$	(111	)	$	65,580

Balance at, January 1, 2025	$	138,639		$	(104,746	)	$	708		$	(2,455	)	$	32,146		$	(3	)	$	32,143
Total net loss		-			(4,967	)		-			-			(4,967	)		(154	)		(5,121	)
Total other comprehensive loss		-			-			(109	)		-			(109	)		-			(109	)
Distributions to non-controlling interests		-			-			-			-			-			(76	)		(76	)
Repurchase of common shares		-			-			-			(6,122	)		(6,122	)		-			(6,122	)
Release of treasury stock		(7,986	)		-			-			7,986			-			-			-
Exercise of stock options		310			-			-			-			310			-			310
Shares withheld for taxes		(1,213	)		-			-			-			(1,213	)		-			(1,213	)
Equity-settled stock-based payment		12,707			-			-			-			12,707			-			12,707
Balance at, March 31, 2025	$	142,457		$	(109,713	)	$	599		$	(591	)	$	32,752		$	(233	)	$	32,519

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

UNAUDITED


	Three Months Ended March 31,
	2026			2025
OPERATING ACTIVITIES
Net Loss	$	(3,458	)	$	(5,121	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		575			379
Equity-settled stock-based payment		17,001			12,707
Impairment of intangible assets		12			-
Finance income (expenses)		51			(149	)
Changes in operating assets and liabilities:
Trade receivables		(5,015	)		(2,555	)
Financing receivables, net		(2,233	)		(2,969	)
Other current assets		295			175
Accounts payable		(230	)		(447	)
Accrued liabilities		10,788			7,633
Customer deposits		10,467			6,170
Other payables		(4,973	)		127
NET CASH PROVIDED BY OPERATING ACTIVITIES		23,280			15,950

INVESTING ACTIVITIES
Purchase of property and equipment		(238	)		(285	)
Purchase of financial assets		(5,414	)		(1,350	)
Proceeds from sale of financial assets		5,315			257
NET CASH USED IN INVESTING ACTIVITIES		(337	)		(1,378	)

FINANCING ACTIVITIES
Repurchase of common shares		-			(6,122	)
Payment of employee taxes on certain stock-based arrangements		-			(1,213	)
Proceeds from exercise of stock options		53			310
Contributions from (distributions to) non-controlling interest		16			(76	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		69			(7,101	)

Net change in cash, cash equivalents and restricted cash		23,012			7,471
Cash, cash equivalents and restricted cash, beginning of period		59,551			47,465
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash		258			29
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	82,821		$	54,965

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

1.	NATURE OF BUSINESS

The Real Brokerage Inc. (“Real” or the “Company”) is a growing real estate technology company that operates across all 50 U.S. states, the District of Columbia, and five Canadian provinces. As a licensed real estate brokerage, the Company’s revenue is generated primarily by processing real estate transactions which entitle us to commissions. The Company pays a portion of its commission revenue to real estate agents who are affiliated with the Company. Real operates as a fully digital brokerage and offers ancillary services such as mortgage broker, title and escrow services, and financial technology and lending products.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies described below have been applied consistently to all periods presented.

A.	Basis of preparation

The interim condensed consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

The financial information as of December 31, 2025 that is included in this quarterly report is derived from the audited Consolidated Financial Statements and notes for the year ended December 31, 2025. Such financial information should be read in conjunction with the notes of the Consolidated Financial Statements included in our annual report.

All dollar amounts are in U.S. dollars unless otherwise stated.

B.	Basis of Consolidation

The interim condensed consolidated financial statements incorporate the financial statements of the Company, its wholly-owned subsidiaries and entities in which we have a controlling interest in. Intercompany transactions and balances are eliminated upon consolidation.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to ensure subsidiaries’ accounting policies are in line with the Company’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between the members of the Company and its subsidiaries are eliminated upon consolidation.

C.	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to legal contingencies, income taxes, revenue recognition, stock-based compensation, intangible assets, goodwill and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

D.	Cash and Cash Equivalents and Restricted Cash

The following table (in thousands) provides a reconciliation of cash, cash equivalents, and restricted cash further reported within the interim condensed consolidated balance sheets that sum to the total of the same amounts shown on the interim condensed consolidated statements of cash flows.


	As of
	March 31, 2026		March 31, 2025
Cash and cash equivalents	$	46,016	$	24,706
Restricted cash		36,805		30,259
Total cash, cash equivalents, and restricted cash, ending balance	$	82,821	$	54,965

E.	Income Taxes

The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Income Taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence.

Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

F.	Accounting Policy Developments

Recently Adopted Accounting Pronouncement

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE” or “ASU 2024-03”) which requires enhanced disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the functional expense captions presented on the face of the income statement as well as disclosures about selling expenses. DISE will be effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which amends the requirements for the capitalization of internal-use software. ASU 2025-06 is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact ASU 2025-06 will have on its consolidated financial statements and related disclosures.

REVENUE

In the following table, Revenue (in thousands) from contracts with customers is disaggregated by major service lines.


	Three Months Ended March 31,
	2026		2025
Main revenue streams
Brokerage Commissions	$	462,562	$	351,749
Title		1,259		1,030
Mortgage Broker Income		1,294		1,076
Wallet		436		126
Total Revenue	$	465,551	$	353,981

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

4.	EXPENSES BY NATURE

The following table presents cost of sales and a breakdown of operating expenses (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of Sales	$	423,396	$	320,045

Operating Expenses
General and Administrative Expenses		19,004		17,516
Salaries and Benefits		10,024		9,702
Stock-Based Compensation for Employees		2,720		1,305
Administrative Expenses		737		892
Professional Fees		3,808		4,193
Depreciation and Amortization Expense		575		379
Other		1,140		1,045
Marketing Expenses		21,132		17,697
Salaries and Benefits		469		390
Stock-Based Compensation for Employees		14		40
Stock-Based Compensation for Agents		4,371		3,115
Revenue Share		15,688		12,504
Other		590		1,648
Research and Development Expenses		5,147		3,932
Salaries and Benefits		2,927		2,394
Stock-Based Compensation for Employees		293		305
Software, Cloud, & Tools		1,902		1,107
Other		25		126
Acquisition Costs		312		-
Total Operating Expenses	$	45,595	$	39,145
Total Cost of Sales and Operating Expenses	$	468,991	$	359,190

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

5.	OPERATING SEGMENTS DISCLOSURES

The Company identifies an operating segment as a component of the business that (i) engages in business activities from which it may earn revenues and incur expenses, (ii) has discrete financial information available, and (iii) is regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources.

Segment information is prepared on the same basis used by the CODM, who is the Company’s Chief Executive Officer, to manage the business and make decisions regarding allocating resources and performance evaluation. Based on this assessment, the Company has identified the following operating segments:

●

North American Brokerage - generates revenue by processing real estate transactions, which entitles the Company to earn commissions.

●

One Real Title - generates revenue by offering title insurance and closing services for residential and commercial transactions.

●

One Real Mortgage - generates revenue from origination fees earned in connection with facilitating mortgage transactions between borrowers and lenders.

●

Real Wallet - generates revenue from interchange fees on Company-branded debit cards, interest income on certain deposit accounts, and interest income and various fees associated with credit lines.

Once operating segments are identified, the Company evaluates each segment using both quantitative and qualitative analysis, including current and historical revenue and profitability for each operating segment, to determine whether the segments have similar operating characteristics and whether they meet the criteria for separate disclosure under ASC 280.

Based on this evaluation, the Company has determined that it operates as three reportable segments - North American Brokerage, One Real Title and One Real Mortgage, each of which meets the quantitative thresholds for separate disclosure under ASC 280-10-50-12 and which collectively comprise more than 90% of the Company’s total revenue and income (loss) from operations. Real Wallet does not meet any of the quantitative thresholds for separate disclosure under ASC 280 and is therefore included within “Other Segments”. Prior period segment information has been recast to reflect the change in the number of reportable segments and allocate revenue, cost of sales and operating expenses between the various segments.

The CODM evaluates segment performance using revenue, gross profit and operating income (loss). These metrics are used to assess performance, identify trends affecting the segments, develop forecasts and make strategic operating decisions. All segments follow the same basis of presentation and accounting policies as those described throughout the notes to the interim condensed consolidated financial statements and as included herein.

SCHEDULE OF OPERATING SEGMENT


	For the Three Months Ended March 31, 2026
	North American Brokerage			One Real Title			One Real Mortgage			Other Segments			Total
Revenues	$	462,562		$	1,259		$	1,294		$	436		$	465,551
Cost of sales		422,295			182			806			113			423,396
Gross Profit	$	40,267		$	1,077		$	488		$	323		$	42,155

Operating Expenses⁽¹⁾⁽²⁾		42,180			1,855			948			612			45,595
Operating Loss	$	(1,913	)	$	(778	)	$	(460	)	$	(289	)	$	(3,440	)

Reconciliation of loss (segment loss)
Other income, net														112
Finance expense, net														(86	)
Loss Before Tax													$	(3,414	)

Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses, and Acquisition costs.

Operating expenses includes Revenue share expense of approximately $15,688 thousand and is recorded in the North American Brokerage segment.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED


	For the Three Months Ended March 31, 2025
	North American Brokerage			One Real Title			One Real Mortgage			Other Segments			Total
Revenues	$	351,749		$	1,030		$	1,076		$	126		$	353,981
Cost of sales		319,249			167			577			52			320,045
Gross Profit	$	32,500		$	863		$	499		$	74		$	33,936

Operating Expenses⁽¹⁾⁽²⁾		35,401			2,288			1,302			154			39,145
Operating Loss	$	(2,901	)	$	(1,425	)	$	(803	)	$	(80	)	$	(5,209	)

Reconciliation of profit or loss (segment profit/loss)
Other income, net														122
Finance expenses, net														(34	)
Loss Before Tax													$	(5,121	)

Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.

Operating expenses includes Revenue share expense of approximately $12,504 thousand and is recorded in the North American Brokerage segment.

Segment revenue reported above represents revenue generated from external customers. There were no intersegment sales for the periods ended March 31, 2026 and March 31, 2025.

Segment assets and liabilities are not regularly provided to the Chief Operating Decision Maker and, accordingly, are not disclosed.

Depreciation and Amortization (in thousands):


	Three Months Ended March 31,
	2026		2025
North American Brokerage	$	381	$	184
One Real Title		168		168
One Real Mortgage		26		27
Total	$	575	$	379

The amount of revenue from external customers, by geography, is shown in the table below (in thousands):

SCHEDULE OF REVENUE GEOGRAPHY


	Three Months Ended March 31,
	2026		2025
United States	$	428,142	$	320,492
Canada		37,409		33,489
Total revenue by region	$	465,551	$	353,981

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

6.	BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is computed by dividing net loss attributable to common shareholders for the period by the weighted average number of common shares outstanding (“Common Shares”) outstanding during the period.

Diluted loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average number of Common Shares outstanding, adjusted for the effect of potentially dilutive securities. For the periods presented, the Company incurred a net loss; accordingly, all potentially dilutive securities were anti-dilutive and have been excluded from the calculation of diluted loss per share. As a result, basic and diluted loss per share are the same.

For periods with net income, the Company applies the treasury stock method to calculate the potential dilutive effect of unvested RSUs and unexercised stock options in periods in which the Company reports net income. The Company does not pay dividends or have participating securities outstanding.

The following table outlines the number of Common Shares (in thousands) and basic and diluted loss per share.


	Three Months Ended March 31,
	2026			2025
Weighted-average number of Common Shares - basic and diluted		223,688			204,382
Loss per share
Basic and diluted loss per share	$	(0.02	)	$	(0.02	)
Diluted loss per share	$	(0.02	)	$	(0.02	)

The following potential ordinary shares (in thousands) are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purpose of diluted earnings per share.


	Three Months Ended March 31,
	2026		2025
Options		10,360		14,501
RSU		22,053		25,497
Total		32,413		39,998

7.	STOCK-BASED PAYMENT ARRANGEMENTS

A.	Description of stock-based payment arrangements

Stock option plan (equity-settled)

The Company maintains equity-settled stock-based compensation plans under which stock options, restricted stock units, and other stock-based awards may be granted to directors, officers, employees, agents, and other service providers, including independent contractors, of the Company.

On August 20, 2020, the Company established an amended and restated stock option plan (the “Stock Option Plan”) that entitles key management personnel and employees to purchase shares in the Company. Under the Stock Option Plan, holders of vested Options are entitled to purchase Common Shares for the exercise price as determined at the grant date.

On August 20, 2020, the Company established a Restricted Share Unit Plan (the “RSU Plan”), which provides for the issuance of RSUs to participants.

On February 26, 2022, the Company established an omnibus incentive plan (the “Omnibus Incentive Plan”), which was approved by shareholders on June 13, 2022. The Omnibus Incentive Plan provides for the issuance of RSUs and stock options, subject to an overall limit of up to 20% of the issued and outstanding Common Shares as of the applicable award date thereof (being 35.6 million Common Shares, less RSUs and Options outstanding under other equity inventive plans) to be issued as RSUs or Options to directors, officers, employees, and consultants of the Company.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

On July 13, 2022, the Company adopted an amended and restated omnibus incentive plan (the “A&R Plan”), which was approved by shareholders on June 9, 2023. Under the A&R Plan, the maximum number of Common Shares issuable pursuant to outstanding options at any time was limited to 15% of the aggregate number of issued and outstanding Common Shares as of the applicable award date less the number of Common Shares issuable pursuant to Options under the A&R Plan or any other security-based compensation arrangement of the Company. The A&R Plan also authorized the issuance of up to 70,000,000 RSUs. The RSU limit is separate and distinct from the maximum number of Common Shares reserved for issuance pursuant to Options under the A&R Plan.

On April 14, 2025, the Company adopted the 2025 Stock Incentive Plan (the “2025 Plan”), which was approved by shareholders on May 30, 2025. The 2025 Plan authorizes the issuance of up to 50,000,000 Common Shares for stock-based compensation awards, and other stock-based awards. As of March 31, 2026, 29,648,159 shares remain available for issuance under the 2025 plan.

The Company has adopted a series of security-based incentive plans over time, with each new plan superseding the prior plan for purposes of future grants. Accordingly, no further awards may be granted under the RSU Plan, the Stock Option Plan, the Omnibus Incentive Plan or the A&R Plan following the adoption of the applicable successor plan. Notwithstanding the foregoing, each such plan continues to govern previously granted awards thereunder.

B.	Measurement of fair value

The fair value of the Options has been measured using the Black-Scholes option pricing model. The Black-Scholes model requires management to make certain assumptions, including the expected life of the stock options, expected volatility, and risk-free interest rate. Service and non-market performance conditions attached to the awards are not considered in measuring fair value. The assumptions used to estimate the fair value of stock options granted during the periods ended March 31, 2026 and March 31, 2025, were as follows:

	As of
	March 31, 2026			March 31, 2025
Share price	$	—		$	5.10
Expected volatility (weighted-average)		—	%		60	%
Expected life (weighted-average)		0 years			2.46 years
Expected dividends		—	%		—	%
Risk-free interest rate (based on U.S. government bonds)		—	%		4.45	%
Weighted-average grant date fair value	$	—		$	5.10

There were no stock options granted for the three months ended March 31, 2026.

Expected volatility has been based on an evaluation of historical volatility of the Company’s share price.

C.	Reconciliation of outstanding stock options

The following table outlines the number of Options (in thousands) and weighted-average exercise price:

	As of
	March 31, 2026					March 31, 2025
	Number of Options			Weighted- Average Exercise Price		Number of Options			Weighted- Average Exercise Price
Outstanding at beginning of year		10,704		$	1.32		14,991		$	1.09
Granted		—			—		15			5.10
Forfeited/ Expired		(189	)		0.13		(19	)		0.92
Exercised		(155	)		0.67		(486	)		0.69
Outstanding at end of period		10,360		$	1.34		14,501		$	1.11
Exercisable at end of period		8,968		$	1.29		11,729		$	0.99

The Options outstanding as of March 31, 2026 had a weighted average exercise price of $1.34 (March 31, 2025: $1.11) and a weighted-average remaining contractual life of 5.8 years (March 31, 2025: 6.4 years).

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

D.	Restricted share units

The Company grants restricted share units to agents, employees, and other service providers under its stock-based payment arrangements. Each RSU entitles the holder to receive one Common Share upon vesting and may be settled in Common Shares or, at the Company’s discretion, in cash. RSUs are historically and expected to be equity-settled and therefore classified as equity awards.

RSUs are subject to service-based vesting conditions and, in certain cases, performance-based vesting conditions. Stock-based compensation expense for RSUs is recognized over the applicable vesting period based on the grant-date fair value of the award and the estimated number of RSUs expected to vest, with a corresponding increase to additional paid-in capital. RSUs that do not vest are forfeited.

Agent RSUs

The Company grants RSUs to agents through multiple stock-based payment arrangements that are designed to support agent retention, production, and engagement. Agent RSUs are subject to service-based vesting conditions and are forfeited if the applicable vesting conditions are not satisfied. The Company recognizes expense from the issuance of these RSUs during the applicable vesting period based on the grant-date fair value of the award and the estimated number of RSUs expected to vest, with a corresponding increase in additional paid-in capital.

Agent Purchase Program RSUs

Under the Company’s agent stock purchase program, (“Agent Purchase Program”), agents may acquire RSUs using a portion of their commissions that is withheld by the Company. RSUs acquired under this program are not subject to forfeiture and are settled after a year from the date of grant. Stock-based compensation expense related to these RSUs is recognized in the period in which the RSUs are granted and is classified within cost of sales, with a corresponding increase to equity.

Bonus RSUs Related to the Agent Purchase Program RSUs

As an incentive to participate in the Agent Purchase Program and remain with the Company following the purchase, the Company grants incentive-based RSUs (“Bonus RSUs”). Bonus RSUs vest one year from the grant date and are subject to forfeiture if the applicable service conditions are not satisfied. The number of Bonus RSUs granted is determined as a percentage of commissions withheld under the Agent Purchase Program, with the applicable percentage dependent on whether the agent has reached their contractual commission cap. Stock-based compensation expense related to Bonus RSUs is recognized over the vesting period and is classified within marketing expense.

Production- and Service-Based Agent RSUs

The Company also grants RSUs to agents in connection with achieving specified production milestones, attracting and retaining productive agents, and making defined contributions to the Company’s agent community. These awards include, among others, production-based Elite awards, capping awards, attracting awards, and cultural or service-based awards. Such RSUs generally vest over a period of up to three years and are subject to forfeiture if vesting conditions are not met. Stock-based compensation expense related to these awards is recognized over the vesting period and is classified within marketing expense.

Employee RSUs

RSUs granted to full-time employees (“FTEs”) are generally subject to service-based vesting conditions and typically vest over a four-year period. Stock-based compensation expense related to employee RSUs is recognized over the vesting period and is classified within general and administrative, research and development, or marketing expense based on the employee’s functional department.

Performance-Based RSUs

The Company also grants performance-based RSUs that vest upon the achievement of specified performance conditions. Stock-based compensation expense for performance-based RSUs is recognized over the vesting period based on the grant date fair value of the award and the number of awards expected to vest, which is reassessed at each reporting period based on the probability that the performance conditions will be achieved. If it is determined that the performance conditions will not be met, previously recognized compensation expense is reversed. As of March 31, 2026, there are 0.8 million performance-based RSUs outstanding and the Company does not believe the performance conditions for these shares will be met at December 31, 2026.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

RSU Activity

The following table illustrates the Company’s stock activity (in thousands of units) for the RSUs under its equity plan. Once fully vested, awards are either settled in stock or the equivalent cash value, as determined at the Company’s discretion. RSUs are historically and expected to be equity-settled and therefore are classified as equity awards.

	Restricted Share Units
Balance at, December 31, 2024		24,619
Granted		20,022
Vested and Issued		(13,110	)
Forfeited		(4,139	)
Balance at, December 31, 2025		27,392
Granted		9,064
Vested and Issued		(2,972	)
Forfeited		(273	)
Balance at, March 31, 2026		33,211

Stock-Based Compensation Expense

The following tables provide a detailed breakdown of the stock-based compensation expense (in thousands) as reported in the interim condensed consolidated statements of comprehensive loss.

	For the Three Months Ended
	March 31, 2026						March 31, 2025
	*Options* *Expense*		*RSU* *Expense*		Total		*Options* *Expense*		*RSU* *Expense*		Total
Cost of Sales – Agent Stock-Based Compensation	$	—	$	9,603	$	9,603	$	—	$	7,942	$	7,942
Marketing Expenses – Agent Stock-Based Compensation		44		4,327		4,371		69		3,046		3,115
Marketing Expenses – FTE Stock-Based Compensation		-		14		14		-		40		40
Research and Development – FTE Stock-Based Compensation		-		293		293		1		304		305
General and Administrative – FTE Stock-Based Compensation		107		2,613		2,720		253		1,052		1,305
Total Stock-Based Compensation	$	151	$	16,850	$	17,001	$	323	$	12,384	$	12,707

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

8.	INVESTMENTS

Available-for-Sale Securities at Fair Value

The Company’s investments in financial assets consist primarily of available-for-sale (“AFS”) debt securities, which are recorded at fair value and included in investments on the interim condensed consolidated balance sheets. These investments primarily consist of fixed income securities issued by U.S. government agencies, local municipalities, and certain corporate entities.

The following table provides a breakdown of the Company’s investments in financial assets, measured at fair value, as of March 31, 2026 and December 31, 2025 (in thousands):

Description	Cost or Amortized Cost December 31, 2025		Cost or Amortized Cost March 31, 2026		Estimated Fair Value December 31, 2025		Deposit / (Withdraw)			Dividends, Interest & Income		Gross Unrealized Gains		Estimated Fair Value March 31, 2026
Fixed Income	$	16,840	$	16,731	$	16,628	$	42		$	61	$	74	$	16,805
Investment Certificate		103		99		103		(4	)		-		-		99
Total	$	16,943	$	16,830	$	16,731	$	38		$	61	$	74	$	16,904

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. Interest income and dividends earned on AFS debt securities are recognized in interest and dividend income. Unrealized gains and losses resulting from changes in fair value are recorded in other comprehensive income (loss) and are excluded from earnings unless realized or determined to be credit-related.

Equity Investment

On June 30, 2025, the Company acquired a 2.3% minority equity interest in Flyhomes, Inc. (“Flyhomes”), a real estate technology company for total consideration of $2.25 million, through the purchase of preferred shares.

Because the investment does not have a readily determinable fair value, the Company accounts for the investment under the measurement alternative in ASC 321, accounting for investment at cost, less any impairment and adjusted for observable price changes in orderly transactions for the identical or a similar investment.

As of March 31, 2026, the Company had not identified any impairment or observable price changes related to the Flyhomes investment. The investment is classified as an investment in equity securities in the interim condensed consolidated balance sheets.

9.	PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

SCHEDULE OF PROPERTY AND EQUIPMENT


	As of
	March 31, 2026			December 31, 2025
Computer hardware and software	$	4,339		$	4,137
Furniture, fixture, and equipment		62			42
Total property and equipment		4,401			4,179
Less: accumulated depreciation		(1,950	)		(1,724	)
Property and equipment, net	$	2,451		$	2,455

For the three months ended March 31, 2026 and March 31, 2025, depreciation expense was $242 thousand and $156 thousand, respectively.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

10.

INTANGIBLE ASSETS

The Company’s intangible assets are finite lived and consist primarily of customer relationships and acquired technology, which are amortized on a straight-line basis over their estimated useful lives of 5 years. The company also holds indefinite-lived trademarks, which are not amortized. As of March 31, 2026, the carrying amount of indefinite-lived trademarks was $13 thousand.

On July 1, 2025, pursuant to the terms of an asset purchase agreement dated the same day, between the Company and Flyhomes, the Company acquired the AI-powered consumer home search portal and related technology assets of Flyhomes for an aggregate purchase price of $2.75 million, with the consideration paid in cash. The transaction was accounted for as an asset acquisition in accordance with ASC 805. The acquired technology is included within acquired technology intangible assets and is amortized on a straight-line basis over an estimated useful life of 5 years.

Reconciliation of Carrying Amounts (in thousands):

	December 31, 2024		Additions		December 31, 2025		Additions		Impairment			March 31, 2026
Cost
Indefinite-lived trademarks	$	25	$	—	$	25	$	—	$	(12	)	$	13
Acquired Technology		1,168		2,750		3,918		—		—			3,918
Customer Relationships		2,839		—		2,839		—		—			2,839
Other		456		—		456		—		—			456
Total	$	4,488	$	2,750	$	7,238	$	—	$	(12	)	$	7,226

Accumulated Amortization
Acquired Technology	$	632	$	509	$	1,141	$	168	$	—		$	1,309
Customer Relationships		1,136		567		1,703		142		—			1,845
Other		145		92		237		23		—			260
Total	$	1,913	$	1,168	$	3,081	$	333	$	—		$	3,414

Carrying Amounts	$	2,575			$	4,157						$	3,812

The Company recorded amortization expense of $333 thousand and $223 thousand for the three months ended March 31, 2026 and March 31, 2025, respectively.

As of March 31, 2026, expected amortization (in thousands) related to intangible assets will be:

Expected Amortization
2026, excluding the three months ended March 31, 2026	$	997
2027		1,330
2028		647
2029		550
2030 and thereafter		275
Total	$	3,799

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

11.

GOODWILL

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination and is recorded in accordance with ASC 350.

The Company evaluates goodwill for impairment at the reporting unit level at least annually, and more frequently if events or changes in circumstances indicate that goodwill may be impaired. The annual impairment assessment is performed as of the fourth quarter of each fiscal year.

In performing its impairment assessment, the Company first evaluates qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that impairment exists, the Company performs a quantitative impairment test. The fair value of each reporting unit is determined primarily using the income approach, which incorporates discounted cash flow analyses, with the market approach used as a corroborative reference.

No impairment was recorded for the three months ended March 31, 2026. The accumulated impairment loss of $723 thousand relates to charges recognized in prior periods.

The following table presents goodwill by reporting unit (in thousands):

SCHEDULE OF GOODWILL

	North American Brokerage		One Real Title		One Real Mortgage		Total
Balance at March 31, 2026	$	602	$	7,670	$	721	$	8,993

Accumulated Impairment Loss at March 31, 2026	$	—	$	723	$	—	$	723

12.

INCOME TAXES

The Company recorded income tax expense of $44 thousand for the period ended March 31, 2026, which represents an effective tax rate of (1.29)%. No income tax expense was recorded for the period ended March 31, 2025. The effective tax rate for the period ended March 31, 2026 and 2025, differs from the statutory rate primarily due to changes in valuation allowance and the mix of earnings and losses in the jurisdictions the Company operates.

13.

CAPITAL AND RESERVES

Common Shares

On May 14, 2024, the Company renewed its normal course issuer bid (“NCIB”) pursuant to which it was authorized to purchase up to approximately 9.47 million Common Shares, representing approximately 5% of the total 189 million Common Shares issued and outstanding as of May 1, 2024. The NCIB terminated May 28, 2025.

During the term of the NCIB, the Company acquired Common Shares primarily to satisfy obligations under its stock-based compensation plans, including the settlement of restricted share units.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

On May 30, 2025, the Company announced a new share repurchase authorization, pursuant to which it may repurchase up to the lesser of 35 million shares, or $150 million in value. Repurchases may be made from time to time at prevailing market prices, subject to applicable Canadian securities laws. The program does not have a fixed expiration date and may be suspended or discontinued at any time. The program does not obligate the company to acquire any specific number of Common Shares. From May 30, 2025 through March 31, 2026, the Company has repurchased 7.1 million Common Shares in aggregate under the share repurchase authorization for $30.4 million.

All Common Shares rank equally with regards to the Company’s residual assets. The following table presents the change in issued Common Shares for the periods presented (in thousands):

SCHEDULE OF COMMON SHARES


	As of
	March 31, 2026		December 31, 2025
Common Shares Issued, Beginning Balance		210,478		202,941
Stock Options Exercised		155		4,390
Release of Restricted Stock Units		2,865		10,716
Retirement of Shares		—		(7,569	)
Common Shares Issued, Ending Balance		213,498		210,478

Treasury Stock

Treasury stock represents Common Shares repurchased by the Company and is recognized at cost as a reduction of shareholder’s equity. Treasury stock is subsequently reissued in connection with stock-based compensation awards or retired.

As of March 31, 2026 the Company did not hold any treasury stock.

14.

FINANCIAL INSTRUMENTS – FAIR VALUE

Items measured at fair value (in thousands):

SCHEDULE OF FINANCIAL INSTRUMENTS

	As of
	March 31, 2026								December 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets Measured at Fair Value (FV)
Investments in Financial Assets	$	16,904	$	—	$	—	$	16,904	$	16,731	$	—	$	—	$	16,731
Total Financial Assets Measured at Fair Value (FV)	$	16,904	$	—	$	—	$	16,904	$	16,731	$	—	$	—	$	16,731

During the periods ended March 31, 2026, and December 31, 2025, there have been no transfers between Level 1, Level 2 and Level 3.

As of March 31, 2026 and December 31, 2025, the Company’s carrying amounts of financial instruments, including cash and cash equivalent, restricted cash, trade receivables, financing receivables, accounts payable, and accrued liabilities approximate their fair value due to their short-term maturities.

15.

COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in claims, litigation or regulatory inquiries that arise in the ordinary course of business. Such matters could result in legal costs and the diversion of management’s attention and resources. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual pending legal or regulatory matter to which it is a party will have a material adverse effect on its results of operations, financial condition, cash flows or overall business in each case, taken as a whole.

The Company may have various other contractual obligations in the normal course of operations. The Company is not materially contingently liable with respect to litigation, claims and environmental matters. Any settlement of claims in excess of amounts recorded will be charged to profit or loss as and when such determination is made.

Umpa v. The National Association of Realtors, et al.

In October 2023, a jury found that the National Association of Realtors (“NAR”) and several brokerage agencies had violated the antitrust laws by artificially inflating commissions through, among other things, the practice of having sellers pay both the sellers’ agents’ and the buyers’ agents’ commissions. The Company was not a party to that litigation. In March 2024, NAR announced a settlement agreement that would resolve litigation of claims brought on behalf of home sellers related to broker commissions. Pursuant to the settlement, which is subject to court approval, NAR agreed to put in place a new Multiple Listing Service (“MLS”) rule prohibiting offers of broker compensation on any MLS. In Nosalek, a prior similar case that has since been resolved, the U.S. Department of Justice Antitrust Division (the “DOJ”) submitted a Statement of Interest objecting that the proposed settlement did not do enough to address alleged anticompetitive practices and that the settlement should prohibit sellers from making commission offers to buyer’s brokers at all. While the DOJ withdrew its objection to the settlement in Nosalek, if the DOJ were to take action in the future to prohibit sellers from making commission offers to buyer’s brokers, it could reduce commissions to real estate agents in transactions, and could have an adverse effect on our results of operations. A similar complaint has been filed in Canada. In addition, a few complaints have been filed in U.S. courts alleging that buyers paid increased home prices as a result of the practice of sellers paying both the sellers’ agents’ and the buyers’ agents’ commissions.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

In December 2023, the Company was named as a defendant in a putative class action lawsuit, captioned Umpa v. The National Association of Realtors, et al., which was filed in the United States District Court for the Western District of Missouri (the “Umpa Class Action”). The Umpa Class Action alleges that certain real estate brokerages, including the Company, participated in practices that resulted in inflated buyer broker commissions, in violation of federal antitrust laws. On April 7, 2024, the Company entered into a settlement agreement to resolve the Umpa Class Action on a nationwide basis. This settlement conclusively addresses all claims asserted against the Company in the Umpa Class Action, releasing the Company, its subsidiaries, and affiliated agents from these claims. The settlement does not constitute an admission of liability by the Company, nor does it concede or validate any of the claims asserted in the litigation. Pursuant to the terms of the settlement agreement, in Q1 2024, the Company paid $9.25 million into a qualified settlement fund following the court’s preliminary approval of the settlement agreement.

Additionally, the Company agreed to implement specific changes to its business practices. These changes include clarifications about the negotiability of commissions, prohibitions on claims that buyer agent services are free, and the inclusion of listing broker compensation offers in communications with clients. The Company also agreed to develop training materials to support these practice changes. The settlement agreement received final court approval on October 31, 2024, and will take effect following the appeals process if the appellants are unsuccessful. Certain objectors filed notice of appeal, and the appeal is pending. There were no changes to the settlement agreement between preliminary and final approval. The Company does not foresee the settlement terms having a material impact on its future operations.

Cwynar v. The Real Brokerage Inc.

On June 28, 2025, the Company was named as a defendant along with other brokerages in a putative class action lawsuit, captioned Cwynar v. The Real Brokerage Inc., et al., which was filed in the United States District Court Northern District of Illinois Eastern Division (the “Cwynar Class Action”). The Cwynar Class Action alleges that the defendants entered into a continuing contract, combination, or conspiracy to unreasonably restrain interstate trade and commerce in violation of Section 1 of the Sherman Act and the Illinois Antitrust Act and made misrepresentations as to the payment of brokerage commissions in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act, which increased prices of homes sold due to elevated broker commissions resulting in harm to homebuyers. On December 31, 2025, the Company entered into a settlement agreement to resolve the Cwynar Class Action on a nationwide basis. Pursuant to the terms of the settlement agreement, the Company will pay $750,000 into a qualified settlement fund following the court’s preliminary approval of the settlement agreement. This settlement conclusively addresses all claims asserted against the Company in the Cwynar Class Action, releasing the Company, its subsidiaries, and affiliated agents from these claims. The settlement does not constitute an admission of liability by the Company, nor does it concede or validate any of the claims asserted in the litigation. The settlement agreement received preliminary approval by the court in March 2026. The settlement agreement is pending final court approval, and would take effect following the successful resolution of any appeals process, if any. The Company does not foresee the settlement terms having a material impact on its future operations.

Zillow v. Taylor, et al.

On December 29, 2025, the Company was named as a defendant along with Zillow Inc. and other brokerages in a putative class action lawsuit, captioned Zillow v. Taylor, et al., which was filed in the United States District Court Western District of Washington at Seattle (the “Taylor Class Action”). The Taylor Class Action alleges that the defendants entered into a continuing contract, combination, or conspiracy to fraudulently induce prospective home buyers into using agents referred by Zillow through their Zillow Flex program, and illegally steering buyers into using Zillow Home Loans, in violation of the Racketeer Influenced and Corrupt Organizations Act. The Taylor Class Action further alleges violations of the Real Estate Settlement Procedures Act, violations of the Washington Consumer Protection Act, and breach of, and aiding and abetting breach of, fiduciary duty. The Company is unable to predict the outcome of the Taylor Class Action or to reasonably estimate the possible loss or range of loss, if any, arising from the claim asserted therein. The ultimate resolution of the Taylor Class Action could have a material adverse effect on the Company’s financial position, results of operations, and cash flow.

16. RELATED PARTY TRANSACTIONS

The Company makes certain payments to one of its directors for services provided in the director’s capacity as a real estate agent. Such payments include commissions, revenue sharing, and equity-based awards, which are recorded within cost of sales and marketing expenses. These transactions are conducted at arm’s-length terms and are immaterial to the Company.

17. SUBSEQUENT EVENTS

Acquisition of RE/MAX Holdings, Inc.

On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc (“RE/MAX Holdings”), the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group.

The transaction values each RE/MAX Holdings share at $13.80 based on the Company’s closing price on April 24, 2026. Under the terms of the agreement, RE/MAX Holdings shareholders will have the right to elect to receive 5.15 shares of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60 million and no greater than $80 million. Real shareholders will receive 1 share of Real REMAX Group for each share of the Company. Following the closing of the transaction, the Company’s shareholders are expected to own approximately 59% of the combined company, and RE/MAX Holdings shareholders are expected to own approximately 41% on a fully diluted basis, assuming the midpoint of available cash consideration to RE/MAX Holdings shareholders.

The transaction is expected to close in the second half of 2026, subject to customary closing conditions, regulatory approvals, and approval by each company’s shareholders.

During the three months ended March 31, 2026, $0.3 million of expenses were incurred in connection with the signing of this agreement. These expenses consist of professional services, consulting and legal fees and are presented within the Acquisition costs line item within operating expenses in the interim condensed consolidated statements of comprehensive loss.

The Real Brokerage Inc.

Financial Statements | Three Months Ended March 31, 2026

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Tamir Poleg, the Chief Executive Officer of The Real Brokerage Inc. certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 7, 2026

/s/ Tamir Poleg
Tamir Poleg
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Ravi Jani, the Chief Financial Officer of The Real Brokerage Inc. certify the following:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 N/A

5.3 N/A

Date: May 7, 2026

/s/ Ravi Jani
Ravi Jani
Chief Financial Officer

Exhibit 99.5

The Real Brokerage Inc. Announces First Quarter 2026 Financial Results

MIAMI, May 7, 2026 – The Real Brokerage Inc. (NASDAQ: REAX) (“Real” or the “Company”), a leading real estate technology platform redefining the industry through innovation and culture, announced today financial results for the first quarter ended March 31, 2026.

“Real delivered another quarter of significant growth, with revenue increasing 32% year-over-year, demonstrating the continued strength of our platform and agent value proposition,” said Tamir Poleg, Chairman and Chief Executive Officer. “The agreement to acquire RE/MAX Holdings Inc. (“REMAX”) represents a defining moment in our history and in our industry - by combining Real’s technology-driven brokerage with one of the industry’s most iconic and trusted brands we will create the preeminent real estate platform of the future.”

“Q1 tells a compelling story about the breadth of what we are building - both agent count and transaction count increased 25%, while all three ancillary businesses each posted strong revenue growth, validating that agents and their clients are adopting the full Real ecosystem,” said Jenna Rozenblat, Chief Operating Officer. “The platform is working, and the combination with REMAX provides a step-change in the scale through which we can deliver it.”

“Revenue and gross profit each grew faster than operating expenses, driving a meaningful improvement in net loss year-over-year and an 80% increase in Adjusted EBITDA to $14.9 million, a strong result in what is historically our seasonally lowest revenue quarter,” said Ravi Jani, Chief Financial Officer. “We ended the quarter with $62.9 million in unrestricted cash and no debt, and entered the spring selling season with solid momentum. We remain confident the REMAX transaction will create compelling value for our agents, franchisees, consumers, and shareholders.”

Q1 2026 Financial Highlights¹

●

Revenue rose to $465.6 million in the first quarter of 2026, an increase of 32% from $354.0 million in the first quarter of 2025.

●

Gross profit reached $42.2 million in the first quarter of 2026, an increase of 24% from $33.9 million in the first quarter of 2025.

●

Operating expenses totaled $45.6 million in the first quarter of 2026, a 17% increase from $39.1 million in the first quarter of 2025.

●

Net loss attributable to owners of the Company improved to $(3.4) million in the first quarter of 2026, compared to $(5.0) million in the first quarter of 2025.

●

Basic and diluted loss per share was $(0.02) in the first quarter of 2026, consistent with $(0.02) in the first quarter of 2025.

●

Adjusted EBITDA² was $14.9 million in the first quarter of 2026, compared to $8.3 million in the first quarter of 2025.

●

Revenue share expense, which is included in Marketing expenses, totaled $15.7 million in the first quarter of 2026, a 25% increase compared to $12.5 million in the first quarter of 2025.

●

Adjusted operating expenses, which reflect operating expenses less revenue share expense, stock-based compensation, depreciation, and other unique or non-cash expenses, were $21.3 million in the first quarter of 2026, compared to $21.2 million in the first quarter of 2025.

●

Adjusted operating expense per transaction was $508 in the first quarter of 2026, a decline of 19% from $631 in the first quarter of 2025.

●

Cash provided by operating activities totaled $23.3 million during the first quarter of 2026.

●

The Company ended the first quarter of 2026 with $62.9 million of unrestricted cash and equivalents and short-term investments on its balance sheet and no debt.

¹All dollar references are in U.S. dollars.

²There are references to “Adjusted EBITDA” and “Adjusted Operating Expense” in this press release, which are non-GAAP measures. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. See accompanying note under the heading “Non-GAAP Measures and Ratios” for an explanation of the composition of these non-GAAP measures.

Q1 2026 Business and Operational Highlights

●

North American Brokerage

●

North American Brokerage revenue rose to $462.6 million in the first quarter of 2026, an increase of 32% from $351.7 million in the first quarter of 2025.

●

The total number of agents increased to 33,510 at the end of the first quarter of 2026, a 25% increase from the first quarter of 2025.

●

The total number of transactions closed was 41,882 in the first quarter of 2026, an increase of 25% from 33,617 in the first quarter of 2025.

●

The total value of completed real estate transactions reached $16.8 billion in the first quarter of 2026, an increase of 24% from $13.5 billion in the first quarter of 2025.

●

As of May 6, 2026, over 33,900 agents are now on the Real platform.

●

One Real Title

●

One Real Title revenue was $1.3 million in the first quarter of 2026, a 22% increase compared to $1.0 million in the first quarter of 2025.

●

Title results reflect the ongoing transition from legacy team-based joint ventures to state-based joint ventures.

●

One Real Mortgage

●

One Real Mortgage revenue reached $1.3 million in the first quarter of 2026, a 20% increase compared to $1.1 million in the first quarter of 2025.

●

As of May 2026, One Real Mortgage had 134 mortgage loan officers, including 99 affiliated with the Real Originate program.

●

Real Wallet

●

Real Wallet revenue totaled $436 thousand in the first quarter of 2026, a 246% increase compared to $126 thousand in the first quarter of 2025.

●

As of May 2026:

●

More than 8,000 Real agents were utilizing Real Wallet Business Checking Accounts, including over 1,500 Real Wallet Tax Planning Business Checking Accounts.

●

The total deposit balance held in all Real Wallet Business Checking and Tax Planning accounts was approximately $25.3 million.

●

The total balance of credit outstanding was $9.3 million.

●

Real Wallet is a financial technology platform that centralizes an agent’s access to certain Company-branded financial products. Real Wallet currently includes: (i) Business Checking Accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card; and (ii) credit lines for eligible agents in certain U.S. states and Canadian provinces, based on their earnings history with Real.

●

Corporate Update

	●	On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc., the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group.

	●	On March 9, 2026, the Company announced the appointment of Jason Cassity as Chief Growth Officer. Jason previously spent 13 years as a top-producing Realtor and team leader in San Diego, and has also served as a Growth Ambassador for the Company.

The Company will discuss the first quarter results on a conference call and live webcast today at 8:00 a.m. ET.

Conference Call Details:

Date:	Thursday, May 7, 2026

Time:	8:00 am ET

Dial-in Number:	North American Toll Free: 888-506-0062 International: 973-528-0011

Access Code:	688428

Webcast:	https://www.webcaster5.com/Webcast/Page/2699/53761

Replay Information:

Replay Number:	North American Toll Free: 877-481-4010 International: 919-882-2331

Access Code:	53761

Replay Link:	https://www.webcaster5.com/Webcast/Page/2699/53761

Non-GAAP Measures and Ratios

This news release includes references to “Adjusted EBITDA”, “Adjusted Operating Expense”, and “Operating Expense Excluding Revenue Share”, which are non-U.S. generally accepted accounting principles (“GAAP”) financial measures. Non-GAAP measures, including non-GAAP ratios, are not recognized measures under GAAP, do not have a standardized meaning prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by other companies.

Adjusted EBITDA is a supplemental non-GAAP financial measure that management uses to evaluate operating performance. Adjusted EBITDA is calculated as net income/(loss) before finance expenses, income tax expense, depreciation and amortization, intangible asset impairment expense, stock-based compensation, restructuring expenses, acquisition costs and expenses related to litigation settlements.

Operating Expense Excluding Revenue Share is used as an alternative to operating expenses by removing variable cash expenses associated with revenue share expenses, which is a component of marketing expenses.

Adjusted Operating Expense is used as an alternative to operating expenses by removing major non-cash items such as stock-based compensation, depreciation, and other unique or non-cash expenses, while retaining ongoing fixed operating expenses and excluding variable cash expenses associated with revenue share.

Adjusted EBITDA, Adjusted Operating Expense and Operating Expense Excluding Revenue Share have no direct comparable GAAP financial measures. The Company has used or included these non-GAAP measures solely to provide investors with added insight into Real’s financial performance. Readers are cautioned that such non-GAAP measures may not be appropriate for any other purpose. Non-GAAP measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Our Adjusted EBITDA is reconciled to the most comparable GAAP measure for the three months ended March 31, 2026 and 2025 and is presented in the table below labeled Reconciliation of Net Loss to Adjusted EBITDA. Our Adjusted Operating Expense and Operating Expense Excluding Revenue Share reconciled to the most comparable GAAP measure is presented for the three months ended March 31, 2026 and on a quarterly basis for the prior two fiscal years in the table below labeled Reconciliation of Operating Expense to Adjusted Operating Expense by Quarter.

This press release also includes non-GAAP financial measure ratios, which are financial measures disclosed in the form of a ratio, fraction, percentage, or similar representation and that has a non-GAAP financial measure as one or more of its components.

Operating Expense Excluding Revenue Share per Transaction is a ratio calculated as Operating Expense Excluding Revenue Share, divided by the number of closed transaction sides. Adjusted Operating Expense per Transaction is a ratio calculated as Adjusted Operating Expense, divided by the number of closed transaction sides.

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars and shares in thousands)

Unaudited

	As of
	March 31, 2026			December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	46,016		$	33,213
Restricted cash		36,805			26,338
Investments in financial assets		16,904			16,731
Trade receivables		25,185			20,170
Short-term financing receivables, net		9,008			6,231
Other current assets		2,786			3,081
TOTAL CURRENT ASSETS	$	136,704		$	105,764
Intangible assets, net		3,812			4,157
Goodwill		8,993			8,993
Property and equipment, net		2,451			2,455
Investment in equity securities		2,250			2,250
Long-term financing receivables, net		1,767			2,311
Deferred tax asset		931			931
TOTAL ASSETS	$	156,908		$	126,861

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		931			1,161
Accrued liabilities		48,993			38,205
Customer deposits		36,805			26,338
Other payables		4,589			9,562
TOTAL CURRENT LIABILITIES	$	91,318		$	75,266
Deferred tax liability		10			10
TOTAL LIABILITIES	$	91,328		$	75,276

EQUITY
EQUITY ATTRIBUTABLE TO OWNERS
Common Shares, no par value, unlimited Common Shares authorized, 213,498 Shares issued and outstanding at March 31, 2026; and 210,478 Shares issued and outstanding at December 31, 2025		-			-
Additional paid-in capital		181,262			164,208
Accumulated deficit		(116,272	)		(112,851	)
Accumulated other comprehensive income		701			318
EQUITY ATTRIBUTABLE TO OWNERS		65,691			51,675
Non-controlling interests		(111	)		(90	)
TOTAL EQUITY		65,580			51,585
TOTAL LIABILITIES AND EQUITY	$	156,908		$	126,861

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars and shares in thousands, except for per share amounts)

Unaudited

	Three Months Ended March 31,
	2026			2025
Revenues	$	465,551		$	353,981
Cost of Sales		423,396			320,045
Gross Profit		42,155			33,936

General and administrative expenses		19,004			17,516
Marketing expenses		21,132			17,697
Research and development expenses		5,147			3,932
Acquisition costs		312			—
Operating Expenses		45,595			39,145
Operating Loss		(3,440	)		(5,209	)

Other income, net		112			122
Finance expenses, net		(86	)		(34	)
Loss Before Tax	$	(3,414	)	$	(5,121	)
Tax Expense		44			—
Net Loss	$	(3,458	)	$	(5,121	)
Net loss attributable to non-controlling interests		(37	)		(154	)
Net Loss Attributable to the Owners of the Company	$	(3,421	)	$	(4,967	)
Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:
Unrealized gain on investments in financial assets		74			12
Foreign currency translation adjustment		309			(121	)
Total Comprehensive Loss Attributable to Owners of the Company	$	(3,038	)	$	(5,076	)
Total Comprehensive Loss Attributable to Non-Controlling Interest		(37	)		(154	)
Total Comprehensive Loss	$	(3,075	)	$	(5,230	)
Loss per share
Basic loss per share	$	(0.02	)	$	(0.02	)
Diluted loss per share	$	(0.02	)	$	(0.02	)
Weighted-average shares, basic and diluted		223,688			204,382

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollar in thousands)

Unaudited

	Three Months Ended March 31,
	2026			2025
OPERATING ACTIVITIES
Net Loss	$	(3,458	)	$	(5,121	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		575			379
Equity-settled stock-based payment		17,001			12,707
Impairment of intangible assets		12			-
Finance income (expenses)		51			(149	)
Changes in operating assets and liabilities:
Trade receivables		(5,015	)		(2,555	)
Financing receivables, net		(2,233	)		(2,969	)
Other current assets		295			175
Accounts payable		(230	)		(447	)
Accrued liabilities		10,788			7,633
Customer deposits		10,467			6,170
Other payables		(4,973	)		127
NET CASH PROVIDED BY OPERATING ACTIVITIES		23,280			15,950

INVESTING ACTIVITIES
Purchase of property and equipment		(238	)		(285	)
Purchase of financial assets		(5,414	)		(1,350	)
Proceeds from sale of financial assets		5,315			257
NET CASH USED IN INVESTING ACTIVITIES		(337	)		(1,378	)

FINANCING ACTIVITIES
Repurchase of common shares		-			(6,122	)
Payment of employee taxes on certain stock-based arrangements		-			(1,213	)
Proceeds from exercise of stock options		53			310
Contributions from (distributions to) non-controlling interest		16			(76	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		69			(7,101	)

Net change in cash, cash equivalents and restricted cash		23,012			7,471
Cash, cash equivalents and restricted cash, beginning of period		59,551			47,465
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash		258			29
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	82,821		$	54,965

THE REAL BROKERAGE INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(U.S. dollars in thousands)

Unaudited

	For the Three Months Ended
	March 31, 2026			March 31, 2025
Net Loss	$	(3,458	)	$	(5,121	)
Add/(Deduct):
Finance Expenses, Net		86			34
Depreciation and Amortization		575			379
Stock-Based Compensation		17,001			12,707
Intangible Asset Impairment		12			-
Restructuring Expenses		240			250
Expenses Related to Litigation Settlement		96			27
Acquisition Costs		312			-
Tax Expense		44			-
Adjusted EBITDA⁽ⁱ⁾	$	14,908			8,276

Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the non-GAAP measures and ratios section of this press release.

THE REAL BROKERAGE INC.

BREAKOUT OF REVENUE BY SEGMENT

(U.S. dollars in thousands)

Unaudited

	Three Months Ended March 31,
	2026		2025
Main revenue streams
Brokerage Commissions	$	462,562	$	351,749
Title		1,259		1,030
Mortgage Broker Income		1,294		1,076
Wallet		436		126
Total Revenue	$	465,551	$	353,981

THE REAL BROKERAGE INC.

RECONCILIATION OF OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE BY QUARTER

(U.S. dollars in thousands)

Unaudited

	2024									2025												2026
	Q2			Q3			Q4			Q1			Q2			Q3			Q4			Q1
Operating Expense	$	32,512		$	34,607		$	36,371		$	39,145		$	46,177		$	45,330		$	44,283		$	45,595
Less: Revenue Share Expense		12,475			11,651			9,537			12,504			17,644			15,738			14,634			15,688
Revenue Share Expense (% of revenue)		3.7	%		3.3	%		2.7	%		3.5	%		3.3	%		2.8	%		2.9	%		3.4	%
Operating Expense Excluding Revenue Share¹	$	20,037		$	22,956		$	26,834		$	26,641		$	28,533		$	29,592		$	29,649		$	29,907
Less:
Stock-Based Compensation - Employees		2,265			3,139			3,405			1,651			2,057			3,422			2,605			3,027
Stock-Based Compensation - Agent		2,335			2,665			2,940			3,115			3,478			3,935			4,199			4,371
Depreciation and Amortization Expense		340			358			372			379			398			567			585			575
Restructuring Expense		—			—			—			250			—			—			—			240
Expenses Related to Litigation Settlement		369			33			118			27			—			—			750			96
Acquisition Costs		—			—			—			—			—			—			—			312
Subtotal		5,309			6,195			6,835			5,422			5,933			7,924			8,139			8,621
Adjusted Operating Expense²	$	14,728		$	16,761		$	19,998		$	21,219		$	22,601		$	21,668		$	21,510		$	21,286
Adjusted Operating Expense (% of revenue)		4.3	%		4.5	%		5.7	%		6.0	%		4.2	%		3.8	%		4.3	%		4.6	%

¹Operating expense excluding revenue share excludes revenue share expense.

²Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

THE REAL BROKERAGE INC.

KEY PERFORMANCE METRICS BY QUARTER

(U.S. dollars in thousands)

Unaudited

	2024						2025								2026
	Q2		Q3		Q4		Q1		Q2		Q3		Q4		Q1
Transaction Data
Closed Transaction Sides¹		30,367		35,832		35,370		33,617		49,282		53,512		48,903		41,882
Total Value of Home Side Transactions ($, billions)²		12.6		14.4		14.6		13.5		20.1		21.4		20.3		16.8
Median Home Sales Price ($, thousands)³	$	384	$	383	$	380	$	380	$	387	$	390	$	385	$	385
Agent Metrics
Total Agents⁴		19,540		21,770		24,140		26,870		28,034		30,183		31,739		33,510
Agent Churn Rate (%)⁵		7.5		7.3		6.8		8.7		9.4		4.9		5.2		8.0
Revenue Churn Rate (%)⁶		1.6		2.0		1.8		2.5		1.9		1.4		1.6		2.4
Headcount and Efficiency Metrics
Full-Time Employees⁷		231		240		264		410		429		439		435		489
Full-Time Employees, Excluding One Real Title and One Real Mortgage⁸		142		155		178		307		324		340		338		394
Headcount Efficiency Ratio⁹		1:138		1:140		1:136		1:88		1:87		1:89		1:94		1:85
Revenue Per Full Time Employee ($, thousands)¹⁰	$	2,400	$	2,403	$	1,970	$	1,153	$	1,669	$	1,672	$	1,490	$	1,182
Operating Expense Excluding Revenue Share ($, thousands)¹¹	$	20,037	$	22,956	$	26,835	$	26,641	$	28,533	$	29,592	$	29,649	$	29,907
Operating Expense Per Transaction Excluding Revenue Share ($)¹²	$	660	$	641	$	759	$	792	$	579	$	553	$	606	$	714
Adjusted Operating Expense ($, thousands)¹³	$	14,728	$	16,761	$	19,998	$	21,219	$	22,601	$	21,668	$	21,510	$	21,286
Adjusted Operating Expense Per Transaction ($)¹⁴	$	485	$	468	$	565	$	631	$	459	$	405	$	440	$	508

1 Represents the number of transactions closed by our agents during the period.

2 Represents the U.S. dollar value of all sale, lease and purchase transactions closed by our agents during the period.

3 Represents the median price (in USD) of homes sold or purchased by our agents during the period, based on closed transactions.

4 Represents the total number of agents affiliated with Real at the end of the period.

5 Represents the rate at which agents left our platform during the period, calculated as the number of churned agents during the period divided by the total agent base at the beginning of the period.

6 A supplementary financial measure, calculated as the percentage of revenue lost from agents who churned during the period, calculated as commission revenue generated by churned agents during the last six months divided by total Company commissions revenue for the last six months.

7 Represents the total number of full-time employees of the Company at period end.

8 Represents the total number of full-time employees of the Company excluding employees of One Real Title and One Real Mortgage.

9 Represents the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agents on our platform.

10 A supplementary financial measure calculated as total company revenue divided by full-time brokerage employees (excludes One Real Title and One Real Mortgage employees).

11 A non-GAAP measure, calculated as total operating expenses per the Financial Statements, less revenue share expense. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this press release.

12 A non-GAAP measure, calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this press release.

13 Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

14 Adjusted operating expense per transaction, calculated as adjusted operating expense divided by the number of closed transaction sides.

Cautionary Disclosure Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “project,” “estimate,” “potential,” “plan,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements/forward-looking information include, but are not limited to, statements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking information inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, The Real Brokerage Inc. (“Real”) expresses an expectation or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, Real cannot give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include, but are not limited to: Real’s ability to consummate the proposed transaction on the expected timeline or at all; Real’s ability to obtain the necessary regulatory approvals in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated; Real’s or RE/MAX Holdings’ ability to obtain approval of their shareholders; the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Real to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential litigation relating to Real’s expectation regarding revenue growth and profitability and the business, strategic plans of Real, the proposed transaction that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability to integrate RE/MAX Holdings promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions during the pendency of the proposed transaction that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses; slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current agents, Real’s inability to successfully launch new products and features; Real’s inability to scale while improving operating leverage, or inability to successfully execute our strategies, including our strategy related to HeyLeo; possible unfavorable results in legal proceedings; changes in laws, regulations or the regulatory environment affecting our business; disruptions to our technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31, 2025, Annual Information Form dated March 4, 2026 filed with Canadian securities regulators, Real’s Company’s Quarterly Management’s Discussion and Analysis for the period ended March 31, 2026, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca and documents that will be filed with the SEC and Canadian securities regulators in connection with the proposed transaction.

These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement and the Real management information circular that will each be filed with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this press release nor the continued availability of this press release in archive form on Real’s or RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important Information and Where to Find It

In connection with the proposed transaction between Real and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable, including a management information circular of Real and a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management information circular will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This press release is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION CIRCULAR, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website (http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real’s internet website at https://investors.onereal.com or by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com or by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference into this press release or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, RE/MAX Holdings, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators on SEDI at www.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the “RE/MAX Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,” “Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act and otherwise in accordance with applicable Canadian securities laws.

About Real

Real (NASDAQ: REAX) is a real estate experience company working to make life’s most complex transaction simple. The fast-growing company combines essential real estate, mortgage and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With a presence in all 50 states throughout the U.S. and Canada, Real supports over 33,000 agents who use its digital brokerage platform and tight-knit professional community to power their own forward-thinking businesses. Additional information can be found on its website at www.onereal.com.

The Real Brokerage is a real estate technology company and is not a bank. Banking services are provided by Thread Bank, Member FDIC. The Real Wallet Visa debit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used anywhere Visa cards are accepted.

Contact Information

For additional information, please contact:

Loren Irwin

Director, Investor Relations and Financial Reporting

investors@therealbrokerage.com

908.280.2515

For media inquiries, please contact:

press@therealbrokerage.com

201.564.4221

Source: View Original Filing on SEC EDGAR

FAQ

How did The Real Brokerage Inc. (REAX) perform financially in Q1 2026?

The Real Brokerage Inc. generated revenue of $465.6M in Q1 2026, up from $354.0M a year earlier. Gross profit increased to $42.2M, but the company posted an operating loss of $3.4M and a net loss attributable to owners of $3.4M, or $0.02 per share.

What is The Real Brokerage Inc.’s Adjusted EBITDA for Q1 2026 and how did it change?

Adjusted EBITDA for Q1 2026 was $14.9M, up from $8.3M in Q1 2025. This non-GAAP measure adds back items such as $17.0M of stock-based compensation, finance expenses, taxes, acquisition costs and litigation-related expenses to highlight underlying operating performance.

What are the key operating metrics for The Real Brokerage Inc. (REAX) in Q1 2026?

In Q1 2026, the company reported 41,882 closed transaction sides and total home side transaction value of $16.8B. The agent base reached 33,510, with an agent churn rate of 8.0%. Revenue per full-time brokerage employee was $1,182K, reflecting the scale of operations.

What is the status of The Real Brokerage Inc.’s planned acquisition of RE/MAX Holdings, Inc.?

On April 26, 2026, the company signed a definitive agreement to acquire RE/MAX Holdings, Inc., parent of RE/MAX, LLC. The transaction, approved by both boards, would create a new holding company, Real REMAX Group, and remains subject to completion under the detailed terms described in referenced documents.

How strong is The Real Brokerage Inc.’s (REAX) liquidity and balance sheet at March 31, 2026?

As of March 31, 2026, the company held $46.0M in cash and cash equivalents plus $16.9M in investments, totaling liquidity of $62.9M. It reported total assets of $156.9M, total liabilities of $91.3M, total equity of $65.6M, and no debt obligations.

How fast are ancillary businesses growing for The Real Brokerage Inc. (title, mortgage, wallet)?

In Q1 2026, title revenue was $1.3M (up 22% year over year), mortgage revenue was $1.3M (up 20%), and wallet revenue was $0.4M (up 246%). These remain smaller than core brokerage commissions but are expanding and contributed to overall revenue growth.

Filing Exhibits & Attachments

12 documents

Real Brokerage (NASDAQ: REAX) grows revenue 32% and signs RE/MAX deal

Rhea-AI Filing Summary

Positive

Negative

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Key Figures

Key Terms

FAQ

How did The Real Brokerage Inc. (REAX) perform financially in Q1 2026?

What is The Real Brokerage Inc.’s Adjusted EBITDA for Q1 2026 and how did it change?

What are the key operating metrics for The Real Brokerage Inc. (REAX) in Q1 2026?

What is the status of The Real Brokerage Inc.’s planned acquisition of RE/MAX Holdings, Inc.?

How strong is The Real Brokerage Inc.’s (REAX) liquidity and balance sheet at March 31, 2026?

How fast are ancillary businesses growing for The Real Brokerage Inc. (title, mortgage, wallet)?

Filing Exhibits & Attachments

Press Releases

Other Documents

Real Brokerage (NASDAQ: REAX) grows revenue 32% and signs RE/MAX deal

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity research analyst positive

M&A and capital structure specialist positive

Key Figures

Key Terms

FAQ

How did The Real Brokerage Inc. (REAX) perform financially in Q1 2026?

What is The Real Brokerage Inc.’s Adjusted EBITDA for Q1 2026 and how did it change?

What are the key operating metrics for The Real Brokerage Inc. (REAX) in Q1 2026?

What is the status of The Real Brokerage Inc.’s planned acquisition of RE/MAX Holdings, Inc.?

How strong is The Real Brokerage Inc.’s (REAX) liquidity and balance sheet at March 31, 2026?

How fast are ancillary businesses growing for The Real Brokerage Inc. (title, mortgage, wallet)?

Filing Exhibits & Attachments

Press Releases

Other Documents